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 10.2 or Section 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 (x) 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 (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 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 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, regardless of the amount, (ii) no compromise or settlement 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 and the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 (xi) 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 (yii) 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 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, regardless of the amount, ; (ii) no compromise or settlement 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 and the Indemnifying Party does not, within thirty (30) 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after Upon receipt by an Indemnified Party under Section 10.2 or Section 10.3 Indemnitee of notice of the commencement of any Proceeding Action by a third party (a "Third Party Claim") against it, such Indemnified Party willIndemnitee shall, if a claim is to be made against an Indemnifying Party under such Sectionthis Article IX, give notice to the Indemnifying Party of the commencement of such claimThird Party Claim as soon as practicable, but in no event later than ten (10) days after the Indemnitee shall have received notice of such Third Party Claim, but the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability Liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) a Third Party Claim is brought against an Indemnified Party Indemnitee and it gives proper notice to the Indemnifying Party of the commencement of such ProceedingThird Party Claim, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes Third Party Claim (unless (x) the Indemnifying Party is also a party to such Proceeding Third Party Claim and the Indemnified Party Indemnitee determines in good faith that joint representation would be inappropriate) and, or (y) to the extent that 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), elects to assume the defense of such Proceeding with Third Party Claim and appoint lead counsel reasonably satisfactory to the Indemnified Party and, after Indemnitee and provides notice from the Indemnifying Party to the Indemnified Party Indemnitee of its election to assume the defense of such ProceedingThird Party Claim, the Indemnifying Party will shall not, as long as it diligently conducts such defensedefense in a reasonable manner, be liable to the Indemnified Party Indemnitee under this Article 10 IX 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 Indemnitee in connection with the defense of such ProceedingThird Party Claim, other than reasonable costs of investigation. 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 are within the scope of and subject to indemnificationno compromise, regardless of the amount, (ii) no compromise discharge or settlement of, or admission of Liability in connection with, such claims may be effected by the Indemnifying Party without the Indemnified Party’s Indemnitee's written consent (which consent shall not be unreasonably withheld or delayed) 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 Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and ; (iiiii) the Indemnified Indemnifying Party will shall have no liability Liability with respect to any compromise or settlement of such claims effected without its consentwritten consent (which consent shall not be unreasonably withheld or delayed); and (iii) the Indemnitee shall cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, and shall have the right to participate, at the Indemnitee's sole expense, in such defense, with counsel selected by it. If proper notice is given to an Indemnifying Party of the commencement of any Proceeding Third Party Claim and the Indemnifying Party does notnot give timely notice to the Indemnitee, within thirty but in no event later than twenty (3020) days after the Indemnified Party’s Indemnitee's notice is given, give notice to the Indemnified Party of its election to assume the defense of such ProceedingThird Party Claim (or if the Indemnitee is not entitled to assume such defense pursuant to the first paragraph of this subsection (b)), the Indemnifying Party will shall be bound by any determination made in such Proceeding Third Party Claim or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of Indemnitee to which the Indemnifying Party has consented (which consent shall not be unreasonably withheld or delayed), and the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnitee, which shall be promptly reimbursed for any such fees and expenses, as and when incurred. (c) The Indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a Third Party Claim is brought against the Indemnitee for purposes of any claim that the Indemnitee may have under this Agreement with respect to such Third Party Claim or the matters alleged therein, and agrees that process may be served on the Indemnifying Party with respect to such a claim anywhere in the world. (d) Each party shall cooperate, and cause their respective Related Persons to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be unreasonably withheldfurnished such records, delayed information and testimony, and attend such conferences, discovery proceedings, hearings, trials or conditioned)appeals, as may be reasonably requested in connection therewith.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 7.2 or Section 10.3 7.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Person under such Section, give notice to the Indemnifying Party Person of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.5(a) is brought against an Indemnified Party Person and it gives notice to the party from which such Indemnified Person is entitled to receive indemnification (an “Indemnifying Party Person”) of the commencement of such Proceeding, the Indemnifying Party Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Person is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party 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 Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Person 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’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, provided such settlement or compromise would not materially and adversely prejudice the business or other commercial interests of the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Person; and (iii) the Indemnified Party 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 Person of the commencement of any Proceeding and the Indemnifying Party Person does not, within thirty ten (3010) days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person if it is ultimately determined that the Indemnified Person is entitled to indemnification. (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 Person, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of but the Indemnifying Party Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) Each Seller 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 Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees 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 Person under Section 10.2 6.2 or Section 10.3 6.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Person under such Section, give notice to the Indemnifying Party Person of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a6.6(a) is brought against an Indemnified Party Person and it gives notice to the party from which such Indemnified Person is entitled to receive indemnification (an “Indemnifying Party Person”) of the commencement of such Proceeding, the Indemnifying Party Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Person is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party 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 Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Person 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’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, provided such settlement or compromise would not materially and adversely prejudice the business or other commercial interests of the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Person; and (iii) the Indemnified Party 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 Person of the commencement of any Proceeding and the Indemnifying Party Person does not, within thirty ten (3010) days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person if it is ultimately determined that the Indemnified Person is entitled to indemnification. (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 Person, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of but the Indemnifying Party Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) Each Seller 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 Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees 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 a. After receipt by an Indemnified Party Indemnitee under this Section 10.2 or Section 10.3 15. of notice of the commencement of any Proceeding against it, such Indemnified Party willIndemnitee shall, if a claim is to be made against an Indemnifying Party under such SectionIndemnitor hereunder, promptly give notice to the Indemnifying Party Indemnitor of the commencement of such claimclaim (including all documents and other information which the Indemnitee has with respect thereto), but the failure to notify the Indemnifying Party will Indemnitor shall not relieve the Indemnifying Party Indemnitor of any liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) b. If any Proceeding referred to in Section 10.5(a) the preceding subsection is brought against an Indemnified Party Indemnitee and it gives notice to the Indemnifying Party Indemnitor of the commencement of such Proceeding, the Indemnifying Party Indemnitor will be entitled to participate in such Proceeding and, to the extent that it wishes wants (unless (xi) the Indemnifying Party Indemnitor is also a party to such Proceeding and the Indemnified Party Indemnitee determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Indemnitor fails to provide reasonable assurance to the Indemnified Party Indemnitee 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 Indemnitee and, after notice from the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee of its election to assume the defense of such Proceeding, the Indemnifying Party Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Indemnitee under this Article 10 Section 15. 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 Indemnitee in connection with the defense of such Proceeding, other than reasonable and necessary costs of investigation. If the Indemnifying Party Indemnitor 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, regardless of the amount, indemnification under this Section 15.; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Indemnitor without the Indemnified Party’s Indemnitee's consent unless (y) 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 Indemnitee, and (z) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Indemnitor; and (iii) 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 Indemnitor of the commencement of any Proceeding and the Indemnifying Party Indemnitor does not, within thirty ten (3010) calendar days after the Indemnified Party’s Indemnitee's notice is given, give notice to the Indemnified Party Indemnitee of its election to assume the defense of such Proceeding, the Indemnifying Party Indemnitor will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Indemnitee. c. Notwithstanding the foregoing, if an Indemnitee 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 Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with but the Indemnitor will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itdemand, claim, action or proceeding made or brought by a third party, including without limitation an Authority (a “Proceeding”), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party pursuant to this Article VII, give written notice (the “Claims Notice”) to the Indemnifying Party indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any the Indemnified Party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Partyindemnified party’s failure to give such notice. The Claims Notice shall describe the Proceeding in reasonable detail and shall specify, if known, the amount or an estimate of the amount of the Indemnified Losses arising therefrom. (b) If any Proceeding referred to in Section 10.5(a7.12(a) is brought against an Indemnified Party and it such Indemnified Party gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance assurances 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 indemnifying party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 VII 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 investigation. If the Indemnifying Party indemnifying party assumes the defense of a Proceedingproceeding, (iy) it will be conclusively established for purposes of this Agreement that the claims made in that the Proceeding are within the scope of and subject to indemnification, regardless of the amount, indemnification in accordance with this Article VII and (iiz) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’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 to be paid in full by the Indemnifying Party, indemnifying party; and (iiiIII) 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty (30) ten days after the Indemnified Party’s notice is given, give notice to the Indemnified Party indemnified party of its election to assume the defense of such Proceeding, the Indemnifying Party 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 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, in each case, with 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 of the Indemnifying Party (which may not to be unreasonably withheld.) If the indemnifying party does not assume the defense of any claim or litigation, delayed any Indemnified Party may defend against such claim or conditioned)litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party will promptly reimburse the Indemnified Party in accordance with the provisions hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of If the Purchaser receives written notice of the commencement of any Proceeding against itby a third party (a “Third Party Claim”), and the Purchaser intends to seek indemnity pursuant to this Clause 6, the Purchaser shall as promptly as practicable provide each Warrantor with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Purchaser in notifying such Indemnified Party will, if a claim is to be made against an Indemnifying Party under Warrantor will relieve such Section, give notice Warrantor from any obligation hereunder unless (and then solely to the Indemnifying Party of the commencement of extent) 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 Warrantor is materially and actually prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 as a result thereof. Such Warrantor shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) 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 (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 with counsel satisfactory to the Indemnified Third Party and, after notice from the Indemnifying Party to the Indemnified Party of Claim at its election own expense; provided that such Warrantor shall not be entitled to assume the defense of a Third Party Claim to the extent that the Purchaser reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such ProceedingThird Party Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel selected by such Warrantor, which counsel shall be satisfactory to the Indemnifying Purchaser. Should the Purchaser so elect to assume the defense of a Third Party Claim, such Warrantor will not, as long as it diligently conducts such defense, not be liable to the Indemnified Party under this Article 10 Purchaser for any fees of other counsel legal or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party it in connection with the defense of such Proceeding, other than reasonable costs of investigationthereof. If the Indemnifying Party assumes such Warrantor is conducting the defense of a Proceedingthe Third Party Claim, the Purchaser shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such Third Party Claim. Such Warrantor will keep the Purchaser informed of all material developments relating to or arising in connection with such Third Party Claim. (b) In the event that (i) it will be conclusively established for purposes the relevant Warrantor(s) fail to so assume the defense of this Agreement that any Third Party Claim within 30 days after receipt of notice thereof from the claims made in that Proceeding are within the scope of and subject to indemnification, regardless of the amountPurchaser , (ii) no compromise the relevant Warrantor(s) and the Purchaser are both parties to or settlement subjects of such claims may be effected the proceedings and the Purchaser shall have reasonably concluded that representation of both parties 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 same counsel would be inappropriate due to an actual or potential conflict of interest between them or (iii) in any event, to the Indemnified extent the Third Party will Claim seeks an order, injunction, non-monetary or other equitable relief against the Purchaser which, in the reasonable judgment of the Purchaser , if successful, is reasonably likely to establish a precedential custom or practice that is materially detrimental to the continuing business interests of the Purchaser, the Purchaser shall have no liability with respect the right to undertake the defense of such Third Party Claim and, if such Third Party Claim is one for which the Purchaser is entitled to be indemnified under this Clause 6, such defense of such Third Party Claim shall be at the expense and for the account of the Warrantors. (c) Each Warrantor shall be required to obtain the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned) before consenting to any judgment, entering into or making any settlement, compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the commencement discharge of any Proceeding and Third Party Claim or any liability in respect thereof. (d) Each Warrantor shall not be entitled to control (but shall be entitled to participate at its own expense in) the Indemnifying defense of any Third Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice Claim as to the Indemnified Party of its election which such Warrantor fails to assume the defense within 30 days after receipt of notice thereof from the Purchaser; provided, however, that neither the Purchaser shall make any settlement, compromise, discharge, admission, or acknowledgment that would give rise to any liability on the part of any Warrantor without the prior written consent of such Proceeding, the Indemnifying Party will be bound by any determination made in Warrantor (such Proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned). (e) The reimbursement of fees, costs and expenses required by this Clause 6 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after Upon receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding Action by a third party (a "Third Party Claim") against it, such Indemnified Party willshall, if a claim is to be made against an Indemnifying Party under such Sectionthis Article IX, give notice to the Indemnifying Party of the commencement of such claimThird Party Claim as soon as practicable, but in no event later than ten (10) days after the Indemnified Party shall have been served, but the failure to so notify the Indemnifying Party will shall 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 it is materially prejudiced by the Indemnified Party’s 's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) a Third Party Claim is brought against an Indemnified Party and it gives proper 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 (xi) 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 (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding Third Party Claim and provide indemnification with respect to such Proceeding), Third Party Claim) to assume the defense of such Proceeding Third Party 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 ProceedingThird Party Claim, the Indemnifying Party will shall not, as long as it diligently legitimately conducts such defense, be liable to the Indemnified Party under this Article 10 X 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. 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 are within the scope of and subject to indemnificationno compromise, regardless of the amount, (ii) no compromise discharge or settlement of, or admission of Liability in connection with, such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's written consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or public 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 Damages that are paid in full by the Indemnifying Party, ; (ii) the Indemnifying Party shall have no Liability with respect to any compromise or proposed settlement of such claims effected without its written consent (which consent shall not be unreasonably withheld or delayed); and (iii) the Indemnified Party will shall cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, and shall have no liability the right to participate, at the Indemnified Party's sole expense, in such defense, with counsel selected by it. Should the Indemnified Party withhold consent under clause (i) above, the Indemnifying Party shall have the right, upon notice to the Indemnified Party within ten (10) days of receipt of the Indemnified Party's denial of consent, to pay to the Indemnified Party the full amount of such judgment or settlement, including all interest, costs or other charges relating thereto, and shall pay all attorneys' fees incurred to such date for which the Indemnifying Party is obligated under this Agreement, at which time the Indemnifying Party's rights and obligations with respect to any compromise or settlement of such claims effected without its consentthe Third Party Claim shall cease. If proper notice is given to an Indemnifying Party of the commencement of any Proceeding Third Party Claim for which indemnification is available hereunder and the Indemnifying Party does not, within 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 ProceedingThird Party Claim, the Indemnifying Party will shall 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 other than as a result of monetary Damages for which it could 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 ProceedingThird Party Claim as against the Indemnified Party, in each case, with the consent of but the Indemnifying Party shall not be bound by any determination of a Third Party Claim so defended or any compromise or settlement thereof. (not d) The Indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a Third Party Claim is brought against the Indemnified Party for purposes of any claim that the Indemnified Party may have under this Agreement with respect to such Third Party Claim or the matters alleged therein, and agree that process may be unreasonably withheld, delayed or conditioned)served on the Indemnifying Party with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.1 or 10.2 or Section 10.3 of notice of the commencement of any Proceeding claim against it, such Indemnified Party 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case claim subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims claim may be effected by the Indemnifying Party without the Indemnified Party’s Person'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 (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed withheld or conditioneddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified In the case of a Third Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itClaim, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, give notice to the Indemnifying Party shall have the right, at its expense, to control the negotiation, settlement or defence of the commencement Third Party Claim, through counsel of its choice (such claimcounsel to be acceptable to the Indemnified Party, but acting reasonably); provided, however, that notwithstanding the failure to notify foregoing, the Indemnifying Party will shall not relieve be permitted to assume control of the Indemnifying negotiation, settlement or defence of the Third Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Claim if such Third Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such noticeClaim involves criminal liability. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Proceedingelects to assume control as contemplated in Subsection 9.9(a), the Indemnifying Party will be entitled shall reimburse the Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses incurred as a result of such assumption. The Indemnified Party shall continue to have the right to participate in the negotiation, settlement or defence of such Proceeding andThird Party Claim and to retain counsel to act on its behalf, to provided that the extent that it wishes (fees and disbursements of such counsel shall be paid by the Indemnified Party unless (x) the Indemnifying Party is also a party consents to the retention of such Proceeding counsel at its expense or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party determines in good faith that joint and the representation would be inappropriate, or (y) of both the Indemnifying Party fails to provide reasonable assurance to and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), in which case the fees and disbursements of such counsel of the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall co-operate with the Indemnifying Party so as to permit the Indemnifying Party to conduct and control such negotiation, settlement and defence and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its financial capacity personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend any such Proceeding Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and provide indemnification the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Proceeding)Third Party Claim. (c) If the Indemnifying Party assumes the defence of a Third Party Claim, it shall be deemed to assume the defense of such Proceeding with counsel satisfactory have acknowledged its obligation to indemnify and hold the Indemnified Party andharmless with respect to such Third Party Claim. (d) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after notice from demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any Losses of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of its election to assume the defense difference from the Third Party, pay the amount of such Proceeding, difference to the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to with interest at the Indemnified then current Court Order Interest Act rate. (e) The Indemnifying Party under this Article 10 for shall not settle any fees of other counsel Third Party Claim or conduct any other expenses with respect to the defense of such proceedingrelated legal or administrative proceeding in a manner which would, in each case subsequently incurred by the Indemnified Party in connection with the defense opinion 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, regardless of the amount, (ii) no compromise or settlement 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 acting reasonably, 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 thirty (30) days after a material adverse impact on 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party hereunder, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceedingproceeding, the Indemnifying Party indemnifying party will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 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 Person in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the Indemnifying Party 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s 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, indemnifying party; and (iii) the Indemnified Party 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 indemnifying party of the commencement of any Proceeding proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s such notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will be bound by any determination made in such Proceeding proceeding or any compromise or settlement effected by the Indemnified Party Person. Notwithstanding the foregoing, the filing of such Proceeding, an answer by the indemnifying party in each case, with order to preserve the consent rights of the Indemnifying Indemnified Party due to a filing deadline shall not in itself constitute its election to assume the defense of a claim hereunder. (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 to 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, delayed or conditioned). (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 agrees 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 Person under Section 10.2 7.2, 7.4, or (to the extent provided in the last sentence of Section 10.3 7.3 Section 7.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Person under such Section, give notice to the Indemnifying Party Persons of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnifying Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.9(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Person of the commencement of such Proceeding, the Indemnifying Party will Person will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Person is also a party to such Proceeding and the Indemnified Party determines Persons determine in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party 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 reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 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 indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Person 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified Party’s Person'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, Person; and (iii) the Indemnified Party 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 Person of the commencement of any Proceeding and the Indemnifying Party Person does not, within thirty (30) 15 days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (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 Person, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of but the Indemnifying Party Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) Notwithstanding the provisions of Section 8.4, 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 on their agent for service of process set forth in Section 8.3. (e) Each Seller agrees to promptly notify Buyer in writing of the commencement of any Proceeding of which it acquires Knowledge which, if Buyer had Knowledge thereof, would entitle Buyer, as an Indemnified Party, to give notice to an Indemnifying Persons pursuant to Section 7.8(a). (f) The Company will pay up to an aggregate of the first $50,000 of the reasonable attorneys' fees and disbursements incurred by the Company in defending against claims subject to indemnification by the Sellers under Section 7.8. This amount shall benefit the Sellers and is not reimbursable by Sellers to the Company.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Person described in Section 10.2 8.2 or Section 10.3 8.3 of notice of the commencement of any Proceeding against it, including reasonable details as to the basis for such claim (to the extent within the Knowledge of the Indemnified Person), such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a8.5(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a indemnifying party to such 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 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 reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 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 Person in connection with the defense of such Proceeding, 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 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s 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, indemnifying party; and (iiiii) the Indemnified Party 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, Person. The Indemnified Person shall provide its reasonable cooperation with the indemnifying party in connection with the defense of a proceeding assumed by the 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 Indemnifying Party (not matters alleged therein, and agree that process may be served on the Company and the Investor with respect to be unreasonably withheld, delayed or conditioned)such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is prejudiced by the Indemnified Party’s failure to give such notice. (b) If Except as specifically provided herein, if any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 6.3(a), the Indemnifying Party will shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriatewishes, 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 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, if (i) the Indemnifying Party will not, as long as it diligently conducts such defense, be liable provides written notice to the Indemnified Party under this Article 10 for any fees of other counsel or any other expenses with respect that the Indemnifying Party intends to undertake such defense, (ii) the Indemnifying Party provides to the Indemnified Party evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has the financial resources to defend against the third-party claim and to fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party, and (iv) the Indemnifying Party is a party to the Proceeding, no actual conflict of interest arises from such proceedingrepresentation. In the event the Indemnifying Party assumes such defense, in each case subsequently incurred by the Indemnified Party shall, in connection its discretion, have the right to employ separate counsel (selected by it) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense or compromise of such Proceeding, other than reasonable costs of investigationclaim or demand. 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s written consent unless (x) 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 (y) 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 (i) notice is given to an the Indemnifying Party of the commencement of any third-party Proceeding and the Indemnifying Party does not, within thirty (30) 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 Proceeding, or (ii) any of the conditions set forth in clauses (i)-(iii) of Section 6.3(b) above become unsatisfied, the Indemnified Party shall (upon notice to the Indemnifying Party will be bound by any determination made in such Proceeding or any Party) have the right to undertake the defense, compromise or settlement effected by of such claim. Notwithstanding the foregoing, the Indemnified Party of may not resolve or settle any such Proceeding, in each case, with third-party claim without the prior written consent of the Indemnifying Party (Party, which shall not to be unreasonably withheld. The Indemnifying Party may elect to participate in such Proceedings, delayed negotiations or conditioneddefense at any time at its own expense. (d) The parties hereto hereby consent to the non-exclusive jurisdiction of any court in the jurisdiction in which a Proceeding is properly 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. (e) With respect to any third-party claim subject to indemnification under this Article VI, (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person informed of the status of such third-party claim and any related Proceedings at all stages thereof if such Person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) 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. (f) With respect to any third-party claim subject to indemnification under this Article VI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use Commercially Reasonable Efforts, in respect of any third-party claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Legal Requirements), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any third-party claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) For purposes of Section 6.2, a “breach” of a representation or warranty shall include allegations in a Proceeding brought by a third-party against a party alleging facts that, if true, would constitute a breach of such representation or warranty.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Within 30 days following any Buyer Indemnified Person or Seller Indemnified Person, as the case may be (respectively, the “Indemnified Person”), receiving notice of, or otherwise becoming aware of, a Third-Party under Section 10.2 Claim that could result in Damages or Section 10.3 of notice of the commencement of any Proceeding against itthe Indemnified Person (in either case, a “Third-Party Claim”), such Indemnified Party Person will, if a an indemnification claim pursuant to this Agreement is to be made against an the other Party (the “Indemnifying Party under such SectionPerson”), give notice to the Indemnifying Party of the commencement Person of such claimThird-Party Claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability Liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is materially prejudiced by the Indemnified PartyPerson’s failure to give such notice. A claim for indemnification for a Third-Party Claim not involving a Proceeding may be asserted by the notice to the Indemnifying Person given above, and such Third-Party Claim shall be treated as a Direct Claim pursuant to Section 9.07; provided, however, should a Proceeding at any time result from such Third-Party Claim, the Parties shall follow the procedures set forth in this Section 9.06 with respect to the defense of such Proceeding. (b) If any Proceeding referred to in Section 10.5(a) is brought against an any Indemnified Person pursuant to a Third-Party and it gives notice to the Indemnifying Party of the commencement of such ProceedingClaim, the Indemnifying Party Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) 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 (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)wishes, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 IX 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 Person in connection with the defense of such Proceeding. Except as expressly set forth in the immediately preceding sentence with respect to fees of other counsel or defense expenses, other than reasonable costs an Indemnifying Person’s assumption of investigationthe defense of a Proceeding in according with the provisions of this Section 9.06 shall not limit the Indemnifying Person’s indemnification obligations hereunder with respect to any Damages resulting from, arising out of or attributable to such Proceeding. If the Indemnifying Party Person assumes the defense of a ProceedingProceeding brought pursuant to a Third-Party Claim, (i) it will be conclusively established for purposes no compromise or settlement of this Agreement that the any claims made in that Proceeding are within the scope of and subject to indemnification, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’s consent unless (i) there is no admission by the Indemnified Person of any violation of applicable Legal Requirements or any violation of the rights of any Person or any finding of the same, (ii) the Indemnified Person is released from all liability related to such Third-Party Claim, and (iii) the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyPerson. If the Indemnifying Person fails to defend against a Proceeding brought pursuant to a Third-Party Claim within ten (10) days following issuance of notice to the Indemnifying Person of such Third-Party Claim by the Indemnified Person or at any time fails to diligently prosecute such defense, the Indemnified Person may assume control of the defense (and all costs and expenses incurred by the Indemnified Person pursuant thereto, including attorneys’ fees, shall, subject to the limitations set forth in this Article IX, be deemed Damages subject to indemnification hereunder), and the Indemnifying Person shall be bound by any commercially reasonable compromise or settlement of any claims made in that Proceeding by the Indemnified Person. The Parties shall provide reasonable cooperation to each other in the defense of any Third-Party Claim. (c) Notwithstanding the foregoing, if (i) the Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding brought pursuant to a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) the Indemnified Person is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would have a prejudicial effect on the Indemnified Person or the Indemnified Person’s defense of such Third-Party Claim, or (iii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Party will have no liability Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding, then in each such case the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, and the Indemnifying Person shall be liable to the Indemnified Person for all costs of such defense as well as for any judgment entered in such Third-Party Claim, but the Indemnifying Person will not be liable for any compromise or settlement of such claims with respect thereto 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 thirty consent (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed conditioned or conditioneddelayed). (d) Notwithstanding the provisions of Section 11.01, the Parties hereby consent to the non‑exclusive jurisdiction of any court in which a Proceeding is brought pursuant to a Third-Party Claim against any Indemnified Person for purposes of any claim that any 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 after receipt by an Indemnified Party under Section 10.2 9.2 or Section 10.3 9.3 of a notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim for Damages ("CLAIM") is to be made against an any Indemnifying Party under such Sectionsection, give notice to the Indemnifying Party of the 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 Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding proceeding referred to in Section 10.5(a9.6(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 (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party reasonably determines in good faith that joint representation would be inappropriate, or (yii) 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 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 Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 9.6 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 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, regardless of the amount, (ii) no compromise or settlement of such claims may Claims shall be effected by the Indemnifying Party without the Indemnified Party’s 's consent, which consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, shall not be unreasonably withheld; and (iiiii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims 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 thirty fifteen (3015) 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. So long as the Indemnifying Party is defending any such Proceeding actively and in good faith, the Indemnified Party shall not settle or compromise any Claims made therein. The Indemnified Party shall make available to the Indemnifying Party and its Representatives all records and other materials required by them and in the possession or under the control of such Proceedingthe Indemnified Party, in each case, with for the consent use of the Indemnifying Party and its Representatives in defending any such Proceeding, and shall in all other respects give reasonable cooperation in such defense. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may materially and adversely affect it 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 to 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, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Any Indemnified Party making a claim for indemnification under Section 10.2 or Section 10.3 this Article XI shall notify the indemnifying party (an “Indemnitor”) of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing 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 amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party will an Indemnitor on a timely basis shall not relieve the Indemnifying Party Indemnitor of any liability that it may have to any Indemnified Party, its obligations hereunder except to the extent that such failure shall have caused the Indemnifying Party demonstrates that Damages for which the defense of Indemnitor becomes obligated to be greater than such action is prejudiced by Damages would have been had the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives given the Indemnitor prompt notice to the Indemnifying Party of the commencement of such Proceeding, the Indemnifying Party will hereunder. Any Indemnitor shall be entitled to participate in the defense of such Proceeding andaction, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party's claim for indemnification at such Indemnitor's expense, and at its option (subject to the extent limitations set forth below) shall be entitled to assume the defense thereof by appointing counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided further, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that it wishes (unless the fees and expenses of such separate counsel shall be borne by the Indemnified Party, except that the Indemnitor shall pay fees and expenses of separate counsel to the Indemnified Party that (x) are incurred prior to the Indemnifying date the Indemnitor effectively assumes control of such defense or (y) are incurred by the Indemnified Party because the Indemnitor is also a party to such Proceeding action and the Indemnified Party determines in good faith that joint representation would be inappropriate, or ; (yii) the Indemnifying Party fails Indemnitor shall not be entitled to provide reasonable assurance to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnified Party reasonably believes that an adverse determination with respect to the action, lawsuit, investigation, proceeding or claim giving rise to such claim for indemnification would be detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnified Party; (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim or (E) the Indemnified Party reasonably believes that the Loss relating to such claim for indemnification could exceed the maximum amount that such Indemnified Party could be entitled to recover under the applicable provisions of its financial capacity Article IX; and (b) if the Indemnitor assumes control of the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such Proceeding claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and provide indemnification unconditionally release the Indemnified Party from all liabilities and obligations 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 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, regardless of the amount, (ii) no compromise or settlement 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 and the Indemnifying Party does not, within thirty (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 of such Proceeding, in each caseclaim, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)prejudice.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified Person under Section 10.2 9.1 or Section 10.3 9.2 (an “Indemnified Person”) of notice of the commencement assertion of any Proceeding third-party claim (which term as used throughout this Section 9.6 shall include, without limitation, any cross-claim or counterclaim) against it, such Indemnified Party willPerson in respect of which the Indemnified Person desires to seek indemnification from an indemnifying person (an “Indemnifying Person”) pursuant to the terms of this Article IX, (i) in the case of any third-party claim brought against any Parent Indemnified Person, Parent shall give written notice of the assertion of such third-party claim to the Shareholder Representative, if a such notice is delivered on or after the Closing, and (ii) in the case of any third-party claim brought against any Company Indemnified Person, the Shareholder Representative (in the event such notice is to be made against an Indemnifying Party under such Section, delivered on or after the Closing) shall give written notice to the Indemnifying Party Parent of the commencement assertion of such third-party claim (any such indemnification notice, an “Indemnification Notice”; and the recipient of such notice pursuant to clauses (i) or (ii) above being the “Indemnifying Person Representative”) of the assertion of such third-party claim; provided, but however, that the failure to notify the Indemnifying Party Person Representative will not relieve the any Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action third-party claim is prejudiced by the Indemnified PartyPerson’s failure to give such noticean Indemnification Notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the The Indemnifying Party of the commencement of such Proceeding, the Indemnifying Party Person Representative will be entitled to participate in the defense of such Proceeding third-party claim and, to the extent that it wishes the Indemnifying Person Representative wishes, by providing written notice thereof (unless “Defense Notice”) to the Indemnified Person within ten (10) Business Days of the receipt of the Indemnification Notice by the Indemnifying Person Representative, to assume the defense of such third-party claim with counsel reasonably satisfactory to the Indemnified Person; provided, however, that the Indemnifying Person Representative will not have the right to assume the defense of such third-party claim in the event (x) (i) the third-party claim relates to or arises in connection with any alleged criminal liability of the Indemnified Person or (ii) the Indemnifying Party Person is also a Person against whom the third-party to such Proceeding claim is made and the Indemnified Party Person reasonably determines in good faith that joint representation would be inappropriate, or and (y) the Indemnified Person notifies the Indemnifying Party fails to provide reasonable assurance to Person Representative in the Indemnification Notice that the facts described in clause (i) or (ii) above are applicable and that the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), Person is electing to assume the defense of such Proceeding with counsel satisfactory third-party claim. (c) After the Indemnifying Person Representative delivers a Defense Notice to the Indemnified Party and, after notice from the Indemnifying Party Person pursuant to the Indemnified Party of its election to assume the defense of such ProceedingSection 9.6(b) above, the Indemnifying Party Person will not, as so long as it the Indemnifying Person Representative diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 IX for any fees of other counsel or any other expenses of the Indemnified Persons with respect to the defense of such proceedingthird-party claim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceeding, other than reasonable costs of investigationthird-party claim. If the Indemnifying Party Person Representative 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 are within the scope of and subject to indemnification, regardless of the amount, (ii) no compromise or settlement of such third-party claims may be effected by the Indemnifying Party Person Representative without the Indemnified PartyPerson’s written consent (which may not be unreasonably withheld, delayed or conditioned) unless (x) there is no finding or admission of any violation of law or the rights of any other Person by any Indemnified Person, and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyPerson, and (iii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. . (d) If notice (i) an Indemnification Notice is given delivered to an the Indemnifying Party of the commencement of any Proceeding Person Representative and the Indemnifying Party Person Representative does not, within thirty ten (3010) days Business Days after the Indemnified Party’s notice Indemnification Notice is givenreceived, give notice a Defense Notice to the Indemnified Party of its election Person, or (ii) the Indemnified Person elects to assume the defense of such Proceedingthird-party claim in the Indemnification Notice in accordance with Section 9.6(b) above, the Indemnifying Party will be bound by any determination made in such Proceeding or any no compromise or settlement of such third-party claim may be effected by the Indemnified Party of such Proceeding, in each case, with the consent of Person without the Indemnifying Party Person Representative’s written consent (which may not to be unreasonably withheld, delayed or conditioned) unless (x) there is no finding or admission of any violation of law or the rights of any other Person by any Indemnifying Person, and (y) the sole relief provided is monetary damages that are paid in full by the Indemnified Person, and the Indemnifying Persons will have no liability (and the Escrow Account shall not be available or used to satisfy or pay any such settlement) with respect to any compromise or settlement of such third-party claims effected without its consent. (e) With respect to any third-party claim subject to indemnification under this Article IX: (i) both the Indemnified Person and the Indemnifying Person Representative, as the case may be, shall keep the other Person fully informed in all material respects 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. (f) With respect to any third-party claim subject to indemnification under this Article IX, the parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any third-party claim in which it has assumed or has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any parties hereto and counsel responsible for or participating in the defense of any third-party claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) Notwithstanding anything set forth above in this Section 9.6 or in any other provision hereof to the contrary, in the event of a third-party claim giving rise to a claim for Damages made by any Parent Indemnified Person based upon or as a result of a claimed breach of the Company’s representations or warranties set forth in Section 3.16, the Shareholder Representative shall be entitled to assume and control the defense of such third-party claim, and no such third-party claim shall be compromised or settled without the written consent of both the Shareholder Representative and Parent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any (c) Notwithstanding the sole relief provided foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a claim may adversely affect it or its affiliates other than as a result of monetary damages that are paid in full for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to 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 thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of exclusive right to defend, compromise, or settle such Proceedingclaim, but the Indemnifying Party will not be bound by any determination made in such Proceeding of a claim so defended or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 12.5.1. If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (aan "Indemnitee") Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of receives notice of the commencement of any Proceeding against it, such Indemnified Party will, if by any Person who is not a claim is party to be made against this Agreement or an Indemnifying Party under such Section, give notice to the Indemnifying Party of the commencement Affiliate of such claima party (a "Third Party Claim") against such Indemnitee for which a party hereto is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify the Indemnifying Party will Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates Indemnitor establishes that the defense of such action Third Party Claim is actually prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) If any Proceeding referred to . The Third Party Claim Notice will describe the Third Party Claim in Section 10.5(a) is brought against an Indemnified Party reasonable detail and it gives notice to will indicate the Indemnifying Party estimated amount, if reasonably practicable, of the commencement of such ProceedingDamages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 12.5, the Indemnifying Party Indemnitor will be entitled to participate in such Proceeding and, to have the extent that it wishes (unless (x) 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 (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), right to assume the defense of such Proceeding any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party Indemnitee) by giving to the Indemnified Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than 30 calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim involves matters, or seeks an order, injunction or other equitable relief against the Indemnitee, which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, financial condition or prospects of the Indemnitee or otherwise have a Material Adverse Effect. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its election own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the 30 calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of such Proceedingthe Third Party Claim, the Indemnifying Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel all Damages paid 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 investigationtherewith. 12.5.2. If the Indemnifying Party Indemnitor assumes the defense of a Proceedingthe Third Party Claim, the Indemnitor shall not compromise or settle such claim without the Indemnitee'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 Indemnitee, (ib) 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, regardless of the amount, (ii) no compromise or settlement 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, Indemnitor and (iiic) the Indemnified Party will have no settlement includes as an unconditional term a complete release of each Indemnitee from all liability with in respect to any compromise or settlement of such claims effected without its consentclaim. 12.5.3. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume Each Indemnitor who assumes the defense of a Third Party Claim shall use reasonable efforts to diligently defend 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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding against itsuch Indemnified Person, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Seller under such SectionSection 7.2, give notice notice, setting forth the factual basis for such claim in reasonable detail to the Indemnifying Party extent known, to the Seller of the commencement of such claim, but the failure to notify the Indemnifying Party Seller will not relieve the Indemnifying Party Seller of any liability that it Seller may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action Seller is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.3(a) is brought against an Indemnified Party Person and it such Indemnified Person gives notice to the Indemnifying Party Seller of the commencement of such Proceeding, the Indemnifying Party Seller will be entitled to participate in such Proceeding and, to the extent that it Seller wishes (unless (xi) the Indemnifying Party Seller is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Seller fails to provide reasonable assurance to the Indemnified Party Person of its Seller’s financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the such Indemnified Party Person and, after notice from the Indemnifying Party Seller to the Indemnified Party Person of its Seller’s election to assume the defense of such Proceeding, the Indemnifying Party Seller will not, as long as it Seller diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 VII 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Seller 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Seller without the Indemnified Party’s Person's consent (not to be unreasonably withheld, delayed or conditioned) unless the sole relief provided (A) there is monetary damages that are paid in full by the Indemnifying Partyno finding or admission of any violation of Legal Requirements, and (iiiB) there is no liability or restriction on the Indemnified Person; and (ii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its such Indemnified Person’s consent. If notice is given to an Indemnifying Party Seller of the commencement of any Proceeding and the Indemnifying Party Seller does not, within thirty (30) 20 days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its Seller’s election to assume the defense of such Proceeding, the Indemnifying Party Indemnified Person shall diligently conduct the defense and Seller will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Person.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding, if such Indemnified Person would reasonably be expected to be entitled to indemnification under this Section 18 in connection with such Proceeding against it(or promptly following any determination to such effect, if later than the commencement of the related Proceeding), such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionsection, give written notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnifying Person's failure to give such notice. (b) If any Proceeding referred notice is given to in an indemnifying party pursuant to Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Proceeding18.8(a), the Indemnifying Party will be entitled to participate in such Proceeding andindemnifying party may, to the extent that if it wishes so elects (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance to the Indemnified Party 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 reasonably satisfactory to the Indemnified Party Person and to RTI Opco, as applicable, and, after written notice from the Indemnifying Party indemnifying party to the Indemnified Party Person and to RTI Opco, as applicable, of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person or to RTI Opco, if applicable, under this Article 10 Section 18 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 Person or RTI Opco, as the case may be, in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party indemnifying party assumes the defense of a ProceedingProceeding in accordance with the preceding sentence, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's and RTI Opco's consent (which consent will not be unreasonably withheld or delayed) 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 Person, 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 consentindemnifying party. If written notice is given to an Indemnifying Party indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty (30) 20 days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person and to RTI Opco, as applicable, of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement reasonably effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person or RTI Opco 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 (in the case of an Indemnified Person) it would be entitled to indemnification under this Agreement, the Indemnified Person or RTI Opco may, by written notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such ProceedingProceeding at such Indemnified Person's cost and expense, in each case, with but the indemnifying party will not be bound by any compromise or settlement effected without its consent of the Indemnifying Party (which consent will not to be unreasonably withheld, delayed withheld or conditioneddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 5.2 or (to the extent provided in the last sentence of Section 10.3 5.3) Section 5.3 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party the Company under such Section, give notice to the Indemnifying Party Company of the commencement of such claim, but the failure to notify the Indemnifying Party Company will not relieve the Indemnifying Party Company of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Company demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnifying Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a5.5(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Company of the commencement of such 35. Proceeding, the Indemnifying Party Company will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Company is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Indemnified Person fails to provide reasonable assurance to the Indemnified Party 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 Person and, after notice from the Indemnifying Party Company to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Company will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Company 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Company without the Indemnified Party’s Person'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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Company; and (iii) the Indemnified Party 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 the Company of the commencement of any Proceeding and the Indemnifying Party Company does not, within thirty (30) ten days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Company will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. Any settlement or payment by the Company of any claim for indemnification hereunder shall be approved by a majority of the Company's directors who are not designated by the holder or holders of the Series A Preferred Shares pursuant to Section C.2.c.i.A of the Certificate of Designation. (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 Company, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with 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 of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice To seek indemnification, the Purchaser on behalf of the commencement of any Proceeding against it, such Purchaser Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, Parties shall give written notice to the Indemnifying Sellers (i) stating that the Purchaser Indemnified Party has paid, sustained or incurred, or anticipates that it will have to pay, sustain or incur Losses and (ii) specifying in reasonable detail the material facts that form the basis of such indemnification claim and the individual items of Losses included in the amount so stated and, in the case of anticipated Losses, the basis for such anticipated liability, and the nature of the commencement misrepresentation, breach of warranties, covenant or claim to which such claimitem is related, but to the extent known. Notwithstanding anything to the contrary set forth in this Section 7.3(a), any failure to notify the Indemnifying Party will provide such prompt notice shall not relieve the Indemnifying Party of diminish any liability that it may have to any Indemnified Partyindemnification obligations hereunder, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such noticeany material prejudice resulting therefrom. (b) If any Proceeding referred to in Section 10.5(a) claim, demand or liability is asserted by any third party against the any Purchaser Indemnified Party, each Seller shall at its own expense, upon the written request of the Purchaser Indemnified Party, defend any Proceedings 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 (x) 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 (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 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 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 Purchaser Indemnified Party in connection with respect of matters embraced by the defense of such Proceeding, other than reasonable costs of investigationindemnity under this section. If the Indemnifying Party any Seller assumes the defense of a Proceedingdefense, (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, regardless of the amount, (ii) no compromise or settlement of such claims Seller 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 not agree to any compromise or settlement of such claims effected without its consentto which the Purchaser Indemnified Party has not consented in writing. If notice is given If, after a request to an Indemnifying Party defend any Proceeding, any Seller neglects to promptly defend or continue the defense of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Purchaser Indemnified Party of its election to reasonably and in good faith, the Purchaser Indemnified Party may assume the defense thereof at the expense of such Proceedingthe Sellers, and a recovery against the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Purchaser Indemnified Party of such Proceeding, suffered by it in each case, with good faith shall be conclusive in its favor against the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Sellers.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party hereunder, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceedingproceeding, the Indemnifying Party indemnifying party will be entitled to participate in such Proceeding proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding proceeding and provide indemnification with respect to such Proceedingproceeding), to assume the defense of such Proceeding proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 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 Person in connection with the defense of such Proceedingproceeding, other than reasonable costs of investigation. If the Indemnifying Party 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s 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, indemnifying party; and (iii) the Indemnified Party 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 indemnifying party of the commencement of any Proceeding proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s such notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingproceeding, the Indemnifying Party indemnifying party will be bound by any determination made in such Proceeding proceeding or any compromise or settlement effected by the Indemnified Party Person. Notwithstanding the foregoing, the filing of such Proceeding, an answer by the indemnifying party in each case, with order to preserve the consent rights of the Indemnifying Indemnified Party due to a filing deadline shall not in itself constitute its election to assume the defense of a claim hereunder. (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 to 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, delayed or conditioned). (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. (ai) Promptly after receipt If any person shall claim indemnification hereunder arising from any claim or demand by any person (other than a party to this Agreement) against an Indemnified Party or the commencement of any litigation asserting a claim by an independent party which may give rise to any indemnification to an Indemnified Party under the provisions of this Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it8 (a “Third Party Claim”), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, shall give notice to the party from whom indemnification is sought (the “Indemnifying Party Party”) written notice of the commencement basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail, as promptly as is practicable after obtaining knowledge of such claim, but demand or litigation. The failure of the failure Indemnified Party to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that which may materially adversely affect the defense of such action is prejudiced transactions contemplated by this Agreement or the Indemnified Party’s failure to give such noticeother Transaction Documents. (bii) If any Third Party Claim Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party by a third party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to this Section 8, the Indemnifying Party will shall, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless (xA) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this Section 8, (B) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (C) if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 Article 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except the fees and expense of the Indemnified Party’s counsel as set forth in connection with the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). If the Indemnifying Party assumes the defense of a Proceeding, the Indemnifying Party shall defend any such Third Party Claim in such manner as it may deem appropriate, including, without limitation, settling such Third Party Claim or litigation (i) it will subject to the consent of the Indemnified Party, which shall not be conclusively established for purposes unreasonably withheld), after giving the Indemnified Party reasonable notice of the same, on such terms as the Indemnifying Party may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party in accordance with the provisions of this Agreement Section 8; provided that the claims made Indemnifying Party shall furnish the Indemnified Party with copies of all pleadings and other material documents in that connection with any such Third Party Claim or Proceeding are within and the scope Indemnified Party shall be consulted about (although not in control of) such Third Party Claim or Proceeding. The Indemnified Party shall make available to the Indemnifying Party such books and records as the Indemnifying Party may reasonably require in connection with such defense. If the Indemnifying Party assumes the defense of and subject to indemnification, regardless of the amounta Third Party Claim Proceeding, (iiX) no compromise or settlement of such claims the Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (1) there is no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party and such settlement has no adverse 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 (iiiY) the Indemnified Party will shall have no liability to the Indemnifying Party with respect to any compromise or settlement of such claims effected without its consent. . (iii) If (A) notice is given to an Indemnifying Party of the commencement of any Third Party Claim or a Proceeding by a third party making a claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its the Indemnifying Party’s election to assume the defense of such Proceeding, claim or Proceeding or (B) an Indemnified Party determines in good faith that there is a reasonable probability that a third party intends to commence a claim or Proceeding which may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement effected by of such third party’s claim; provided that the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against such Proceeding, in each case, with the consent of Third Party Claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or related to such Third Party Claim. The Indemnifying Party may elect to participate in such third party claim Proceedings, negotiations or defense at any time at its own expense and upon giving the Indemnified Party notice of its election to so participate, the Indemnified Party shall provide the Indemnifying Party with the pleadings, documents, books, and records and shall consult with the Indemnifying Party. (iv) With respect to any Third Party Claim subject to indemnification under this Section 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 if such person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) 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. (v) With respect to any Third Party Claim subject to indemnification under this Section 8, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with Applicable Law), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be unreasonably withheld, delayed made so as to preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 10.1 of notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim is to be made against an Indemnifying a Party under such SectionSection (such Party being referred to herein as the “Indemnifying Party”), 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a10.1(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, and shall assume the defense of such Proceeding with counsel reasonably satisfactory to the extent that it wishes Indemnified Party (unless (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation pursuant to an opinion of counsel would be inappropriateunethical, or (yii) 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, and the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 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 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, regardless of the amount, (ii) no No compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (not to be unreasonably withheld) unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Indemnified Party and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice So long as the Indemnified Party is given to an Indemnifying Party of the commencement of any Proceeding defending and the Indemnifying Party does not, within thirty (30) days after indemnifying the Indemnified Party’s notice is given, give notice to both the Indemnified Party of its election to assume the defense of such Proceeding, and 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 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 Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the consent of Proceeding and the Indemnifying Party shall be relieved of any further obligations hereunder with a respect thereto and the Indemnifying Party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned). (d) 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.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 or Section 10.3 9.2 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Indemnified Person under such Section, give notice to the Indemnifying Party Majority Shareholder of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party Majority Shareholder of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a9.4(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Majority Shareholder of the commencement of such Proceeding, Majority Shareholder will, unless the Indemnifying Party will claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes ((i) unless (x) the Indemnifying Party Majority Shareholder is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party Majority Shareholder fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such ProceedingProceeding and (ii) except in the case of Section 9.2(e)), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Majority Shareholder to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Majority Shareholder will not, as long as it diligently conducts such defense, be liable to the Indemnified Party indemnified party under this Article 10 IX 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 Person(s) in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Majority Shareholder assumes the defense of a Proceeding, (i) it will be conclusively established for purposes no compromise, settlement or consent to the entry of this Agreement that the claims made judgment in that Proceeding are within the scope of and subject to indemnification, regardless of the amount, (ii) no compromise or settlement respect of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person(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 Person(s), (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Majority Shareholder and (iiiC) such compromise, settlement or consent to the entry of judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person(s) a release from all liability with respect to such claims; and (ii) the Indemnified Party Person(s) 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 Majority Shareholder of the commencement of any Proceeding and the Indemnifying Party Majority Shareholder does not, within thirty fifteen (3015) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Majority Shareholder will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (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 Majority Shareholder, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with the but Majority Shareholder will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned). (d) Majority Shareholder hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought by a third party 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 Majority Shareholder with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 5.1 or Section 10.3 5.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a5.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person'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 (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 5.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty (30) twenty days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected or expenses incurred without its consent (which consent may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.4.1. Promptly after receipt by an Indemnified Party Person under Section 10.2 9.2 or Section 10.3 9.3 of notice of the commencement of any Proceeding claim (a “Proceeding”) against it, such Indemnified Party willPerson shall, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionsection, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) 9.4.2. If any Proceeding proceedings referred to in Section 10.5(a) 9.4.1 is brought against an Indemnified Party Person and it gives give notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will indemnifying party shall, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party Person 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 with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified PartyPerson’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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consentthe consent of such Indemnified Person. If notice is given In no event will the Indemnified Person consent to an Indemnifying Party of the commencement entry of any judgment or enter into any settlement with respect to a Proceeding and without the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the prior written consent of the Indemnifying Party (Person, which consent shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party under Section 10.2 11.2 or Section 10.3 11.3 (an “Indemnified Party”) of notice of the commencement of any Proceeding against itthird-party claim that may give rise to an indemnification obligation under this Article XI, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, will give notice to the each party against whom indemnity may be sought (an “Indemnifying Party Party”) in writing of the commencement of such claimclaim together with the estimated amount of such claim (if known), but the failure to notify and the Indemnifying Party will not relieve or Parties shall have the right to assume the defense (at the Indemnifying Party or Parties’ expense) of any liability that it may have to such claim through counsel of the Indemnifying Party’s or Parties’ own choosing by so notifying the Indemnified Party within thirty (30) days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. Failure to give notice of commencement of a claim shall not affect the indemnification obligations hereunder except to the extent that of actual and material prejudice. Each Indemnified Party shall have the Indemnifying Party demonstrates that right to employ separate counsel in such claim and participate in the defense thereof, but the fees and expenses of such action is prejudiced by counsel shall be at the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an expense of each 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: (unless (xi) the Indemnifying Party is also a party has agreed to pay such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, expenses; or (yii) 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), has failed promptly to assume the defense of such Proceeding with and employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include any Indemnified Party and, after notice from and the Indemnifying Party to the Indemnified Party or an Affiliate 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 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, regardless of the amount, (ii) no compromise or settlement 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 such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest may exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided that, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clause (i), (ii) or (iii) above, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which counsel shall be designated by such Indemnified Party. Without the consent of the Indemnified Party, the Indemnifying Party or Parties shall not consent to, and the Indemnified Party will have no liability shall not be required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all Liability with respect to any compromise such claim by each claimant or settlement plaintiff to each Indemnified Party that is the subject of such claims effected without its consentthird-party claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an Indemnified Party. If notice is given to an Indemnifying Party of the commencement of any Proceeding a claim and the Indemnifying Party does not, within thirty (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 Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding claim or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Any party claiming indemnification under this Section 12 is referred to in this Agreement as an "Indemnified Person" and any party against whom such claims are asserted under this Section 12 is referred to in this Agreement as an "Indemnifying Person." (b) Within 15 days after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itaction by any third party evidenced by service of process or other legal pleading, such or with reasonable promptness after the assertion in writing of any claim by a third party, the Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, Person shall give notice to the Indemnifying Party of the commencement Person written notice thereof, together with a copy of such claim, but the process or other legal pleading. The failure to so notify the Indemnifying Party Person within the above time frame will not relieve the Indemnifying Party Person of any liability that it may have to any the Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is unduly prejudiced by the Indemnified Party’s Person's failure to give such notice, or except if such notice is not delivered before the time specified in Section 12.1. The Indemnifying Person shall have the right to undertake and control 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. (bc) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party Person, by the 30th day after receipt of notice of any 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 favor of the commencement of person asserting such Proceedingclaim), the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and has not notified 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 with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of defend against such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such Indemnified Person shall have the right to undertake the defense, be liable to the Indemnified Party under this 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by 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 without and its counsel shall have the Indemnified Party’s consent unless right to be present at the sole relief provided is monetary damages that are paid in full by 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, 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 thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (which approval shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person'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 (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty (30) twenty days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected or expenses incurred without its consent (which consent may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, the Indemnified Party shall notify the other Parties obligated to indemnify such Indemnified Party will, if a claim is to be made against an (the “Indemnifying Party under such Section, give notice to the Indemnifying Party Party”) of the commencement of such the 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a10.2(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such the Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding andshall, to the extent that it wishes (unless (x) 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 (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 with counsel satisfactory to the Indemnified Party and, after upon written 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 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, regardless of the amount, (ii) no compromise or settlement 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 and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election be entitled to assume the defense of the Proceeding. If the Indemnifying Party elects to assume the defense of a Proceeding, the Indemnified Party shall turn the Proceeding over to the Indemnifying Party, who shall, at its own expense, assume the defense of the Proceeding and the Indemnified Party shall have the right (but not the obligation) to participate, at its own expense, in the defense thereof by counsel of its own choice, and shall cooperate with and assist the Indemnifying Party in connection with the defense or contest, but the Indemnifying Party shall retain control thereof and have final authority to determine all [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. matters in connection therewith. Notwithstanding the foregoing, (i) the Indemnifying Party shall have the right to control the defense, litigation and settlement of the action only if the Indemnifying Party has agreed in writing to be responsible for all costs, expenses, judgments and liabilities connected with the claim, (ii) the Indemnifying Party shall not enter into any settlement of any Proceeding unless such settlement is contingent upon obtaining a general release in form and substance acceptable to the Indemnified Party releasing the Indemnified Party from all Liabilities in such Proceeding, and (iii) the Indemnifying Party will be bound by shall not enter into any determination made in settlement of any Proceeding if such Proceeding settlement grants any injunctive or any compromise or settlement effected by equitable relief unless the Indemnified Party of has consented in writing to such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)settlement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a1) Promptly after receipt by an Indemnified Party indemnified party (an "INDEMNIFIED PARTY") under Section 10.2 5.1 or Section 10.3 5.2 of a notice of the commencement of any Proceeding proceeding against itit by a third party, such the Indemnified Party will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party (an "INDEMNIFYING PARTY") of the commencement of such claim, but the . 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 Indemnified Party’s 's failure to give such notice. (b2) If any Proceeding proceeding referred to in Section 10.5(a5.5(1) (a "PROCEEDING") is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such the Proceeding, the Indemnifying Party will will, unless the claim involves taxes, be entitled to participate in such the Proceeding andas hereinafter provided. Subject to the next following sentence, to the extent that the Indemnifying Party wishes to assume the defense of the Proceeding with counsel satisfactory to the Indemnified Party, it wishes may do so provided it reimburses the Indemnified Party for all of its out-of-pocket expenses (unless including solicitor's fees and disbursements) arising prior to or in connection with such assumption. The Indemnifying Party may not assume defence of the Proceeding if (xi) the Indemnifying Party is also a party to such the Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such the Proceeding and provide indemnification with respect to such the Proceeding), to assume the defense of such Proceeding with counsel 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 Proceedingthe Proceeding as against the Indemnified Party, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 5.5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingthe Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense of such the Proceeding, other than reasonable costs of investigationinvestigation approved in advance by the Indemnifying Party. If the Indemnifying Party assumes the defense of a Proceeding, Proceeding as against the Indemnified Party (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of of, and subject to to, indemnification, regardless of the amount, (ii) no compromise or settlement of such claims may be effected made by the Indemnifying Party without the Indemnified Party’s 's consent unless (y) there is no admission of any violation of laws or any violation of the rights of any Person and no adverse effect on any other claims that may be made against the Indemnified Party, and (z) 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 thirty (30) ten days after the Indemnified Party’s notice is givenreceipt of such notice, give notice to the Indemnified Party of its election to assume the defense of such the Proceeding, the Indemnifying Party will be bound by any determination made in such the Proceeding or any compromise or settlement effected by the Indemnified Party, acting in good faith. (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 the Proceeding. In such Proceeding, in each case, the Indemnifying Party will not be bound by any compromise or settlement effected without its consent (which may not be unreasonably withheld) but shall be bound by a final and conclusive judgment of a court of competent jurisdiction. (4) Where the defence of a Proceeding is being undertaken and controlled by the Indemnifying Party, the Indemnified Party will use its Best Efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and defending any such claims. However, the Indemnifying Party shall be responsible for the expense associated with any employees made available by the Indemnified Party to the Indemnifying Party pursuant to this Section 5.5(4), which expense shall be equal to an amount to be mutually agreed upon per person per hour or per day for each day or portion thereof that the employees are assisting the Indemnifying Party and which expenses shall not exceed the actual cost to the Indemnified Party associated with the consent employees. (5) With respect to any Proceeding at the request of the Indemnifying Party, the Indemnified Party shall make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party, at the expense of the Indemnifying Party, reasonably required by the Indemnifying Party for its use in defending any such claim and shall otherwise co-operate on a timely basis with the Indemnifying Party in the defence of such claim. (not 6) With respect to be unreasonably withheldany Proceeding in respect of income, delayed corporate, sales, excise, or conditioned)other tax or other liability enforceable by Lien against the property of the Indemnified Party, the Indemnifying Party's right to so defend the Proceeding shall only apply after payment of the re-assessment.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(aclaim, motion or proceeding (a “Proceeding”) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 7.4(a), the Indemnifying Party will may assume the settlement or defense of such Proceeding. The Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be entitled selected by the Indemnified Party in its sole discretion) in any such Proceeding and to participate in the defense thereof, and the fees and expenses of such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to counsel shall be paid by such Proceeding and Indemnified Party. If 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 assumes the defense of such Proceeding with counsel satisfactory to because of the Indemnified Party and, after notice from failure of the Indemnifying Party to conduct such defense in good faith, the fees and expenses of such counsel shall be paid by the Indemnifying Party. The Indemnified Party of shall cooperate fully with the Indemnifying Party and its election to assume counsel in the defense or settlement of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of Legal Requirements or the rights of any Person by the Indemnified Party and no Material Adverse Effect on the Indemnified Party with respect to any other claims that may be made against it and (ii) 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 (i) notice is given to an the Indemnifying Party of the commencement of any third-party Proceeding and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s notice Party is givengiven notice, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, or (ii) having assumed the defense of such Proceeding, the Indemnifying Party fails to conduct such defense in good faith, then the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim; provided that no compromise or settlement of such claim may be affected by the Indemnified Party without the Indemnifying Party’s consent if (A) the Indemnifying Party will be bound liable for any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Indemnifying Party of any determination made in such Proceeding Legal Requirement or the rights of any Person or (C) the compromise or settlement effected by would have a Material Adverse Effect on the Indemnifying Party with respect to any other claims that may be made against it. The Indemnifying Party shall reimburse the Indemnified Party for the costs and expenses of such Proceeding, in each case, with defending against the consent of third-party claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party (not shall remain responsible for any Damages arising from or related to be unreasonably withheldsuch third-party claim to the extent provided in this Article VII. The Indemnifying Party may elect to participate in such Proceedings, delayed negotiations or conditioned)defense at any time at its own expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified If any claim for indemnification pursuant to this Article 9 (each, a “Third Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim Claim”) is to be made brought against any Person required to indemnify an Indemnified Person pursuant to this Article 9 (each, an “Indemnifying Party,” and collectively, the “Indemnifying Parties”), then written notice thereof (a “Claims Notice”) shall be given by either Selling Shareholder, in the case of and on behalf of a Seller Indemnified Person, or Buyer, in the case of and on behalf of a Buyer Indemnified Person, to the applicable Indemnifying Party as soon as is reasonably practicable after such Indemnified Person becomes aware of such Third Party Claim. A Claims Notice shall describe the Third Party Claim in reasonable detail, include copies of all material written evidence thereof and will indicate the estimated amount (to the extent reasonably practicable) of the Damages that have been, are being and may be sustained by such Indemnified Person. The delay in or failure of any Indemnified Person to give a timely Claims Notice with respect to a Third Party Claim hereunder to an Indemnifying Party under such Section, give notice to the Indemnifying Party shall not adversely affect any of the commencement other rights or remedies of such claim, but the failure to notify the Indemnifying Party will not Indemnified Person or alter or relieve the Indemnifying Party of any liability that it may have its obligation to any indemnify the Indemnified Party, except Person hereunder to the extent that such delay or failure has not materially prejudiced the Indemnifying Party demonstrates that the defense of such action is prejudiced Party. Except as otherwise limited by the Indemnified Party’s failure to give this Section 9.5, after such notice. (b) If any Proceeding referred to in Section 10.5(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 shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriatein, or (y) the Indemnifying Party fails to provide reasonable assurance by giving written notice to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding)Person, to assume the defense of such Proceeding with counsel satisfactory to any Third Party Claim at the Indemnifying Party’s sole expense and by the Indemnifying Party’s own counsel, and the Indemnified Party andPerson will cooperate in good faith in such defense; provided, after notice from however, that if the Indemnifying Party is either Selling Shareholder or either Trust, such Indemnifying Party will not have the right to the Indemnified Party of its election to assume defend or direct the defense of a Third Party Claim: (i) that relates to a Major Customer or Major Vendor and for which the relevant Indemnified Person has elected a joint defense pursuant to Section 9.5(d)), (ii) that seeks an injunction or specific performance against the Indemnified Person; (iii) if the Indemnifying Party, in the reasonable judgment of the Indemnified Person, does not have the financial resources, or may not otherwise be able, to satisfy the amount of such ProceedingThird Party Claim; or (iv) that may, or the Indemnifying Party’s defense or direction of the defense thereof may, in the reasonable judgment of the Indemnified Person, result in a Material Adverse Effect (other than claims brought solely pursuant to clause (i) of this Section 9.5(a)), unless solely in the case of the foregoing clauses (ii) or (iv) the Indemnifying Party will notagrees in writing to be fully responsible, as long as it diligently conducts such defense, be liable subject to the Indemnified Party under limitations set forth in this Article 10 9, for any fees of other counsel or any other expenses with respect all Damages relating to the defense of such proceeding, in each case subsequently incurred by the Indemnified Third Party in connection with the defense of such Proceeding, other than reasonable costs of investigationClaim. 57 11671355.13 (b) If the Indemnifying Party assumes the defense of a Proceedingany Third Party Claim, subject to this Article 9, the Indemnifying Party will have the right: (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, regardless take control of the amount, defense and investigation of such lawsuit or action; (ii) no to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such action or proceeding include both an Indemnifying Party and the Indemnified Person and the Indemnified Person has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, in which event the Indemnified Person shall be entitled, at the Indemnifying Party’s expense, to one separate counsel that is reasonably acceptable to the Indemnified Person; and (iii) to compromise or settle such Third Party Claim, which compromise or settlement shall be made (A) if the offer to settle such Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Person and provides for the express unconditional release of each Indemnified Person from all Liabilities in connection with such Third Party Claim and the Indemnifying Party desires to accept such offer, the Indemnifying Party will give written notice to that effect to the Indemnified Person and (x) if the Indemnified Person fails to consent to such offer within five (5) Business Days after its receipt of such claims notice, the Indemnified Person may assume the defense of such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer or (y) if the Indemnified Person fails to consent to such offer and also fails to assume the defense of such Third Party Claim in writing within such five (5) Business Day period, the Indemnifying Party may also compromise or settle the Third Party Claim upon the terms set forth in such offer to settle such Third Party Claim and (B) if the Indemnified Person has assumed the defense of such Third Party Claim pursuant to this Article 9, such Indemnified Person will not agree to any settlement without the written consent of the Indemnifying Party, which consent shall not be effected unreasonably withheld, conditioned or delayed. The Indemnified Person shall cooperate in all reasonable respects with the Indemnifying Party and their attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom, including making available (subject to the Confidentiality Agreement and Section 8.5(c)) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement by the Indemnifying Party without of any actual out-of-pocket expenses) to the Indemnifying Party, and management employees of the Indemnified Person as may be reasonably necessary for the preparation of the defense of such Third Party Claim. The parties shall cooperate with each other in any notifications to insurers. If the 11671355.13 Indemnifying Party assumes the defense of any Third Party Claim, subject to this Article 9, the Indemnifying Party will have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any Third Party Claim in the name and on behalf of the Indemnified Person; provided that the Indemnified Person will have the right to participate in the defense of any Third Party Claim with counsel selected by it, subject to the Indemnifying Party’s right to control the defense thereof, and the fees and disbursements of such counsel will be at the expense of the Indemnified Person. (c) If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to assume the defense of such Third Party Claim by providing written notice to the Indemnified Person thereof within fifteen (15) days after receipt of the Claims Notice, then such Indemnified Person may, subject to this Article 9, pay, compromise, defend such Third Party Claim and seek indemnification, subject to the limitations set forth in this Article 9, for any and all Damages based upon, arising from or relating to such Third Party Claim. If the Indemnified Person assumes the defense of the Proceeding, the Indemnified Person will keep the Indemnifying Parties reasonably informed of the progress of any such defense, compromise or settlement. (d) If the Third Party Claim is filed by or on behalf of a Major Customer or Major Vendor, then the Indemnified Person may, upon a written notice to the Indemnifying Party, elect to have the defense of such Third Party Claim conducted as a joint defense and failing such election the defense of the Third Party Claim shall otherwise be conducted by the Indemnifying Party pursuant to Section 9.5(b). If the Indemnified Person elects to have a Third Party Claim conducted as a joint defense, (i) the Indemnifying Party and the Indemnified Person shall retain one counsel selected by the Indemnified Person to act on their mutual behalf (the fees and expenses of which counsel shall be paid by the Indemnifying Party); (ii) each of the Indemnified Person and the Indemnifying Party shall be involved in the analysis and defense of such Third Party Claim and all negotiations and discussions with respect thereto; and (iii) any settlement of such Third Party Claim shall require the consent unless of both the Indemnified Person and the Indemnifying Party; provided that if the Indemnifying Party requests that the Indemnified Person consent to any settlement or compromise offer of such Third-Party Claim that is acceptable to the Person that brought the Third Party Claim (and such settlement or compromise offer expressly and unconditionally releases the Indemnified Person from all liabilities and obligations with respect to such claim, without prejudice, and the sole relief provided is monetary damages that are paid for which Indemnifying Party is fully responsible (with no reservation of any rights but subject to the terms, conditions and limitations set forth in full by the Indemnifying Partythis Article 9)), and (iii) the Indemnified Party will have no liability with respect Person fails to any consent to such settlement or 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, offer within thirty (30) calendar days after receipt thereof, then the Indemnified Indemnifying Party’s notice is given, give notice to maximum liability for such Third Party Claim shall not exceed such settlement or compromise offer and the Indemnified Party attorneys’ fees and defense costs incurred as of its election to assume the defense date of such Proceeding, the Indemnifying Party will be bound by any determination made in such Proceeding settlement or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)offer.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, such Indemnified Party will, if a claim in connection therewith is to be made against an Indemnifying Party under such SectionSection 10.2 or Section 10.3 hereof, as the case may be, give notice (in addition to the notice required by Section 10.4 hereof) 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(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 (x) 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 (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 ProceedingProceeding or (z) the Proceeding relates to or arises out of a Seller Indemnified Environmental Liability and could reasonably be expected to materially affect the business operations of Buyer or the Acquired Companies or result in Remediation in, on, or about any Acquired Company Real Property then owned or leased by an Acquired Company), 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 actively and diligently conducts such defense, be liable to the Indemnified Party under this 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, regardless of subject to the amountlimitations set forth in Section 10.6, (ii) no compromise or settlement 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. The Indemnified Party will not unreasonably withhold, delay or condition its consent to the settlement or compromise of a proceeding being defended by the Indemnifying Party pursuant to the foregoing if the sole relief provided thereby is monetary damages. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditionedconditioned if the sole relief provided thereby is monetary damages). Each party hereto shall furnish such information regarding itself or the claim in question as the other party may reasonably request in writing and shall otherwise cooperate with the other party to such extent as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (c) In the event an Indemnified Party makes a claim for indemnification under this Agreement for Losses that may also be covered by the Environmental Insurance Policy, the Indemnified Party agrees to also submit a claim for such Losses under the Insurance Policy. To the extent an Indemnified Party is reimbursed for any such Losses under the Insurance Policy, Seller’s indemnification obligations hereunder for such Losses shall be reduced by the amount recovered by such Indemnified Party, and Seller shall not be obligated to provide any indemnity hereunder while any claim on the Environmental Insurance Policy reasonably and diligently being pursued by Buyer or Seller is pending. Buyer and Seller acknowledge that the Environmental Insurance Policy contains its own procedures for notice, cooperation and defense of claims and that to the extent any of the provisions of Sections 10.4 and 10.5 conflict with the provisions of the Environmental Insurance Policy with respect to any claim that is submitted pursuant to such policy, the terms and conditions of the Environmental Insurance Policy shall prevail, provided, however, the terms of the Environmental Insurance Policy shall in no way limit or restrict the terms of Section 10.3(iv) hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 12.2, 12.3, 12.4 or Section 10.3 12.5 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such Section, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a12.7(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding andindemnifying party will, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance to the Indemnified Party 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 Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party 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 under this 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, regardless of the amount, (ii) no compromise or settlement 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 and the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).an acknowledgment

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an any Indemnified Party Person under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, including, without limitation, any matter disclosed in Part 3.15 of the Disclosure Letter and any action threatened or brought by a third party against any Acquired Company prior to the Closing Date, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party Sellers under such Sectionthis Article 10, give notice to the Indemnifying Party Sellers of the commencement of such claim, but the failure to notify the Indemnifying Party Sellers will not relieve the Indemnifying Party Sellers of any liability that it they may have to any Indemnified PartyPersons, except to the extent that the Indemnifying Party demonstrates Sellers demonstrate that the defense of such action is materially prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a10.10(a) is brought against an any Indemnified Party and it gives Person, then such Indemnified Person shall give notice in writing to the Indemnifying Party Sellers of the commencement of such Proceeding and the Indemnified Person’s election either to assume the defense of the Proceeding at the Sellers’ expense or to tender the defense of the Proceeding to Sellers. (the “Indemnification Notice”). (c) In the event that the Indemnified Person elects to tender the defense of the Proceeding to Seller, then the Sellers may, at their option, accept the defense of that Proceeding and pay all reasonable costs of defense of that Proceeding but any judgments or settlements that result from the Proceeding. (d) In the event that the Indemnified Person elects to assume the defense of the Proceeding, the Indemnifying Party Sellers will be entitled to participate in such Proceeding andProceeding, to but the extent that it wishes (unless (x) 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 (y) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party direction of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such the Proceeding with counsel satisfactory to shall be within the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party Person’s control. The Enforcement Costs of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, Proceeding shall be liable to the Indemnified Party under this 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 borne 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 Person but 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, regardless of reimbursement from the amount, (ii) no compromise or settlement of such claims may be effected amounts held by the Indemnifying Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages Escrow Agent on a current basis, that are paid in full by the Indemnifying Partyis, and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement payment 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, tendered invoices within thirty (30) days after written demand for payment. (e) In the event an Indemnified Person receives a settlement offer with respect to a Proceeding, the Indemnified Party’s notice is given, give notice Person shall promptly tender that settlement offer to the Sellers. In the event that the Sellers elect not to accept that settlement offer, the Indemnified Party of its election Person may cause the Company to assume reserve such amount, and the Indemnified Person may then return the defense of such the Proceeding to the Sellers. In the event that the Sellers later are required to settle that Proceeding or a judgment is entered against the Sellers in that Proceeding, the Indemnifying Party will entire amount of that settlement or judgment may be bound by any determination taken as a set-off against either or both of the Amended and Restated $5,000,000 Promissory Notes with no requirement of arbitration under Section 11.11. (f) Sellers shall not be required to pay or reimburse Buyer for attorneys’ fees or expenses, litigation consultant’s fees or expenses or other costs of a Proceeding which are not reasonable under the circumstances. Any party challenging the reasonableness of another party’s request for reimbursement of attorneys’ fees shall bear the burden of proof of showing that the request for attorneys’ fees is unreasonable. (g) Payment of amounts due from either Seller to Buyer under this Section 10.10 shall be made in the following manner: (i) Payment of expenses of defending a Proceeding shall be made directly by Sellers within thirty (30) days after receipt of invoices containing detail which is typical for expense billing in a commercial matter similar to the Proceeding; (ii) Payment of amounts of reasonable attorneys’ fees as described in Section 10.10(c) may be made by a direct set-off against the Amended and Restated $5,000,000 Promissory Notes with no requirement of arbitration under Section 11.11. Payment of any settlement amount which has been agreed to by Sellers may be made by a direct set-off against the Amended and Restated $5,000,000 Promissory Notes with no requirement of arbitration under Section 11.11. Payment of any final, non-appealable judgment against an Indemnified Person may be made by a direct set-off against the Amended and Restated $5,000,000 Promissory Notes with no requirement of arbitration under Section 11.11. (h) 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 any compromise or settlement effected by the Indemnified Party of matters alleged therein, and agree that process may be served on Sellers with respect to such Proceedinga claim anywhere in the world. (i) No Holder shall, in each casethe defense of any claim or litigation, except with the consent of the Indemnifying Party (Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the plaintiff or person making a claim to be unreasonably withheld, delayed such Indemnified Person of a complete release from all liability in respect to such claim or conditioned)litigation without any admission of guilt or wrongdoing.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party indemnified party ("INDEMNITEE") under Section 10.2 11.2, 11.3, or 11.4 (to the extent provided in the last sentence of Section 10.3 11.3) of notice of the assertion of a claim or commencement of any Proceeding against it, such Indemnified Party Indemnitee will, if a claim is to be made against an Indemnifying Party indemnifying party ("INDEMNITOR") under such Section, give prompt notice within ten (10) days to the Indemnifying Party Indemnitor of the commencement of such claim, but the failure to notify the Indemnifying Party Indemnitor will not relieve the Indemnifying Party Indemnitor of any liability Liability that it may have to any Indemnified PartyIndemnitee, except to the extent that the Indemnifying Party Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a11.7(a) is brought against an Indemnified Party Indemnitee and it gives notice to the Indemnifying Party Indemnitor of the commencement of such Proceeding, the Indemnifying Party Indemnitor will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Indemnitor is also a party to such Proceeding and the Indemnified Party Indemnitee determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Indemnitor fails to provide reasonable assurance to the Indemnified Party Indemnitee 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 Indemnitee and, after notice from the Indemnifying Party Indemnitor to the Indemnified Party Indemnitee of its election to assume the defense of such Proceeding, the Indemnifying Party Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Indemnitee under this Article 10 Section 11.7 for any fees of other counsel or any other expenses with respect to the defense of such proceedingProceeding or other expenses, in each case subsequently incurred by the Indemnified Party Indemnitee in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Indemnitor 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Indemnitor without the Indemnified Party’s consent Indemnitee'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 Indemnitee, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Indemnitor; and (iii) the Indemnified Party Indemnitor will have no liability Liability with respect to any compromise or settlement of such claims effected without its consent. If notice Consent. (c) Notwithstanding the foregoing, if an Indemnitee determines in good faith that there is given a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to an Indemnifying Party of indemnification under this Agreement, the commencement of any Proceeding and the Indemnifying Party does notIndemnitee may, within thirty (30) days after the Indemnified Party’s notice is given, give by notice to the Indemnified Party of its election to Indemnitor, assume the defense of exclusive right to defend, compromise, or settle such Proceeding, but the Indemnifying Party Indemnitor will not be bound by any determination made in such of a Proceeding so defended for the purposes of this Agreement or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party without its Consent (which may not to be unreasonably withheld, delayed or conditioned). (d) Notwithstanding the provisions of Section 13.4, Buyer, Sellers and each Shareholder hereby consent as between themselves 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 Buyer, Sellers and the Shareholder with respect to such a claim anywhere in the world. (e) With respect to any Proceeding subject to indemnification under this Section 11.7(i) both the Indemnitee and the Indemnitor, as the case may be, shall keep the other party fully informed of the Proceeding at all stages thereof where such party 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 Proceeding brought by any third party. (f) To the extent permitted by law, with respect to any Proceeding subject to indemnification under this Section 11.7, 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. In connection therewith, each Party agrees that: (1) it will use its Best Efforts, in any Proceeding in which it has assumed or participated in the defense, to avoid production of confidential business Records (consistent with applicable law and rules of procedure) without a protective order in place, and (ii) all communications between any Party hereto and counsel responsible for or participating in the defense of any Proceeding shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 claim with counsel reasonably satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s Person'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 (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty (30) twenty days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding claim or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Party entitled to indemnification under this Article 6 (an “Indemnified Party under Section 10.2 or Section 10.3 Party”) of notice of the commencement of any Proceeding claim or proceeding against itit by a third party for which it is entitled to indemnification under this Article 6 (an “Indemnity Claim”), such Indemnified Party willshall, if a claim an Indemnity Claim is to be made with respect thereto against an a Party obligated to provide indemnification pursuant to this Article 6 (the “Indemnifying Party under such SectionParty”), promptly give written notice to the such Indemnifying Party of the commencement of such claimIndemnity Claim, but the failure to notify the any delay in notifying such Indemnifying Party will not relieve the such Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the such Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give delay in giving such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to asserts an Indemnity Claim then the Indemnifying Party of shall have the commencement of such Proceeding, the Indemnifying Party will be entitled right to participate in the defense of any proceeding in connection with such Proceeding and, to the extent that it wishes (Indemnity Claim at its expense unless (x) the Indemnifying Party is also a party to such Proceeding person against whom the Indemnity Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate; provided, or (y) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity shall control such defense. (c) The Parties will cooperate with and make available such assistance, personnel, witnesses and materials as may be reasonably requested to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the a third party claim. Each Indemnified Party and, after notice from the shall reasonably consult and cooperate with each Indemnifying Party to the Indemnified Party of with a view towards mitigating its election to assume the defense of such Proceedingobligations, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party in connection with claims for which a party seeks indemnification under this Article 10 for 6 and shall have the right to approve the terms of any fees settlement reached in respect of other counsel or any other expenses with respect to the defense of such proceedingIndemnity Claim, acting 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 reasonably and subject to indemnification, regardless of the amount, (ii) no compromise or settlement 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 and the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)delay.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt If any person shall claim indemnification hereunder arising from any claim or demand by any person (other than a party to this Agreement) against an Indemnified Party or the commencement of any litigation asserting a claim by an independent party which may give rise to any indemnification to an Indemnified Party under the provisions of this Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it8 (a “Third Party Claim”), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, shall give notice to the party from whom indemnification is sought (the “Indemnifying Party Party”) written notice of the commencement basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail, as promptly as is practicable after obtaining knowledge of such claim, but demand or litigation. The failure of the failure Indemnified Party to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that which may materially adversely affect the defense of such action is prejudiced transactions contemplated by this Agreement or the Indemnified Party’s failure to give such noticeother Accelerated Purchase Transaction Documents. (bii) If any Third Party Claim Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party by a third party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to this Section 8, the Indemnifying Party will shall, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless (xA) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this Section 8, (B) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (C) if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 Article 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except the fees and expense of the Indemnified Party’s counsel as set forth in connection with the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). If the Indemnifying Party assumes the defense of a Proceeding, the Indemnifying Party shall defend any such Third Party Claim in such manner as it may deem appropriate, including, without limitation, settling such Third Party Claim or litigation (i) it will subject to the consent of the Indemnified Party, which shall not be conclusively established for purposes unreasonably withheld), after giving the Indemnified Party reasonable notice of the same, on such terms as the Indemnifying Party may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party in accordance with the provisions of this Agreement Section 8; provided that the claims made Indemnifying Party shall furnish the Indemnified Party with copies of all pleadings and other material documents in that connection with any such Third Party Claim or Proceeding are within and the scope Indemnified Party shall be consulted about (although not in control of) such Third Party Claim or Proceeding. The Indemnified Party shall make available to the Indemnifying Party such books and records as the Indemnifying Party may reasonably require in connection with such defense. If the Indemnifying Party assumes the defense of and subject to indemnification, regardless of the amounta Third Party Claim Proceeding, (iiX) no compromise or settlement of such claims the Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld) unless (1) there is no finding or admission of any violation of law or any violation of the rights of any Person by the Indemnified Party and such settlement has no adverse 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 (iiiY) the Indemnified Party will shall have no liability to the Indemnifying Party with respect to any compromise or settlement of such claims effected without its consent. . (iii) If (A) notice is given to an Indemnifying Party of the commencement of any Third Party Claim or a Proceeding by a third party making a claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its the Indemnifying Party’s election to assume the defense of such Proceeding, claim or Proceeding or (B) an Indemnified Party determines in good faith that there is a reasonable probability that a third party intends to commence a claim or Proceeding which may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement effected by of such third party’s claim; provided that the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against such Proceeding, in each case, with the consent of Third Party Claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or related to such Third Party Claim. The Indemnifying Party may elect to participate in such third party claim Proceedings, negotiations or defense at any time at its own expense and upon giving the Indemnified Party notice of its election to so participate, the Indemnified Party shall provide the Indemnifying Party with the pleadings, documents, books, and records and shall consult with the Indemnifying Party. (iv) With respect to any Third Party Claim subject to indemnification under this Section 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 if such person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) 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. (v) With respect to any Third Party Claim subject to indemnification under this Section 8, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with Applicable Law), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be unreasonably withheld, delayed made so as to preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 or Section 10.3 5.2 of notice of the commencement of any Proceeding against it, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party the Company under such Section, give notice to the Indemnifying Party Company of the commencement of such claim, but the failure to notify the Indemnifying Party Company will not relieve the Indemnifying Party Company of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Company demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Indemnifying Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a5.5(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Company of the commencement of such Proceeding, the Indemnifying Party Company will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Company is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Indemnified Person fails to provide reasonable assurance to the Indemnified Party 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 Person and, after notice from the Indemnifying Party Company to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Company will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Company 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Company without the Indemnified Party’s Person'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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Company; and (iii) the Indemnified Party 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 the Company of the commencement of any Proceeding and the Indemnifying Party Company does not, within thirty (30) ten days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Company will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. Any settlement or payment by the Company of any claim for indemnification hereunder shall be approved by a majority of the Company's directors who are not designated by the holder or holders of the Series A Preferred Shares pursuant to Section C.2.c.i.A of the Series A Certificate of Designation. (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 Company, assume the exclusive right to defend, compromise, or settle such Proceeding, in each case, with 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 of the Indemnifying Party (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.1 or 10.2 or Section 10.3 of notice of the commencement of any Proceeding claim against it, such Indemnified Party 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 claim with counsel satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case claim subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's written 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 (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its written consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party (will not to be unreasonably withheld, delayed or conditioned).bound by

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person claims indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) will promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is materially prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of pursuant to Section 7.4(a), the commencement Indemnifying Party will, unless the underlying claim involves Taxes (other than withholding Tax on dividend payments made by ▇▇▇▇▇▇▇ Plastik to Commerical Plastics in 2006 (the “2006 German Dividend Payments”)), be entitled to assume the defense of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, and by such notice it will be established that the Indemnifying Party shall indemnify the Indemnified Party against claims for indemnification resulting from such third-party claim as provided in this Section 7.4, (ii) the Indemnifying Party provides to the Indemnified Party evidence acceptable to the Indemnified Party that the Indemnifying Party has the financial resources to defend against the third-party claim and to fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party, and (iv) if the Indemnifying Party is also a party to such Proceeding and the proceeding, the Indemnified Party determines and the Indemnifying Party have not determined 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 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 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, regardless of the amount, (ii) no compromise or settlement 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 . (iiic) If (i) notice is given by 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 the Indemnifying Party of the commencement of any third-party Proceeding and the Indemnifying Party does not, within thirty (30) 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, or (ii) any of the conditions set forth in clauses (i) — (iv) of Section 7.4(b) above become unsatisfied, the Indemnified Party will (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim and the Indemnifying Party will remain responsible for any indemnifiable amounts to the extent provided in this Section 7. (d) For purposes of Section 7.1(a) and Section 7.2(a), a “breach” of a representation or warranty will include allegations in a Proceeding brought by a third-party against an Indemnified Party alleging facts that, if true, would constitute a breach of such representation or warranty. (e) For the avoidance of doubt, the parties hereto expressly acknowledge that the provisions of this Section 7.4 shall be bound by any determination made in such Proceeding or any compromise or settlement effected fully applicable to all claims, demands and Proceedings relating to the potential imposition by the Indemnified Party German tax authorities of such Proceeding, in each case, with withholding Tax on the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)2006 German Dividend Payments.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an any Person that is or may be entitled to indemnification under this Agreement (the “Indemnified Party Party”) under Section 10.2 8.2 or Section 10.3 8.4 of notice of the commencement of any Proceeding against itit by any Person who is not a Party to this Agreement or an Affiliate or Representative of a Party, such including any Governmental Authority (a “Third Party Claim”), the Indemnified Party will, if a claim is to be made against an Indemnifying Party under such SectionSection 8.2 or Section 8.4 against a Party to this Agreement that is or may be required to provide indemnification under this Agreement (the “Indemnifying Party”), give written notice to the Indemnifying Party of the commencement of such claimclaim (the “Claim Notice”), but the failure or delay 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 actually prejudiced by the Indemnified Party’s failure or delay to give such notice. (b) If any Proceeding referred to in Section 10.5(a) Third Party Claim is brought against an Indemnified Party and it gives written notice to the Indemnifying Party of the commencement of such ProceedingThird Party Claim, the Indemnifying Party will be entitled to participate in such Proceeding andhave the right, to the extent that it wishes (unless (x) 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 (y) the Indemnifying Party fails to provide reasonable assurance upon written notice to the Indemnified Party (the “Defense Notice”) within ten (10) Business Days after issuance of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), the Claim Notice to assume at the Indemnifying Party’s expense the defense of such Proceeding Third Party Claim, with counsel reasonably satisfactory to the Indemnified Party and, after notice from Party. In the event that the Indemnifying Party to the Indemnified Party of its election to assume delivers a Defense Notice and assumes the defense of such ProceedingThird Party Claim, the Indemnifying Party will not, as long as it diligently conducts pursue such defense, be liable to Third Party Claim in good faith and the Indemnified Party under this Article 10 for any fees of other counsel or any other expenses will cooperate with respect and make available to the defense of Indemnifying Party such proceeding, in each case subsequently incurred assistance as is reasonably requested by the Indemnified Party in connection with the defense of such Proceeding, other than reasonable costs of investigationIndemnifying 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 are within the scope of and subject to indemnification, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s 42 prior written consent, which consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, will not be unreasonably withheld or delayed; and (iiiii) the Indemnified Party will have no liability the right, at its expense, to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party will have the right to compromise or settle the claim only with respect the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (c) Notwithstanding anything herein to any compromise the contrary, the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to sole control over, the defense or settlement of such claims effected without its consent. If notice is given any Third Party Claim to an Indemnifying Party of the commencement of any Proceeding and extent that the Indemnifying Party or the Third Party Claim fails to comply with any of the following conditions at any time: (1) the Third Party Claim involves only money damages and does notnot seek an order, within thirty injunction or other equitable relief against the Indemnified Party, (302) days after the Indemnified Party does not reasonably believe that such Third Party Claim could materially negatively impact the Indemnified Party’s notice is givenbusiness, give notice to relationships with customers, clients, vendors, or other third Persons, (3) the Indemnified Party of its election to assume has not been advised by counsel that an actual or potential conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense of the Third Party Claim, (4) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, or (5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. In the event the Seller is not entitled to control the defense of any Third Party Claim pursuant to this Section 8.6(c), then the Indemnified Party agrees to use good faith efforts to defend such ProceedingThird Party Claim. (d) If the Indemnifying Party fails to deliver a Defense Notice within the seven (7) Business Day period prescribed in subsection (b) above, the Indemnified Party may defend the Third Party Claim and the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after (i) receipt by an Indemnified Party under Section 10.2 or Section 10.3 Person of notice of the commencement of any Proceeding against it, or (ii) an Indemnified Person has knowledge of any third party claim for which indemnification may be provided under this Agreement, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party indemnifying party under such SectionSection 6.1, Section 7.1 or Section 7.2, as applicable, give prompt written notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding or notice of such third party claim, as applicable, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action indemnifying is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.8(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party indemnifying party is also a party to such Proceeding and either the indemnifying party or the Indemnified Party Person determines in good faith faith, after consultation with respective counsel, that joint representation would be inappropriate, or (yinappropriate under applicable ethical standards) 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 reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it actively and diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 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 Person in connection with the defense of such Proceeding, other than for out-of-pocket costs and expenses incurred by the Indemnified Person at the written request of the indemnifying person. An Indemnified Person shall undertake good faith, commercially reasonable efforts to mitigate against excessive or unreasonable costs and otherwise minimize the cost of investigationdefense prior to and during the first thirty (30) days after delivering notice to the indemnifying party of such Proceeding. If the Indemnifying Party indemnifying party assumes the defense of a Proceeding, (i) then such assumption will, as of that time, thereby constitute an acknowledgement by the indemnifying party that it will be conclusively established for purposes of this Agreement has an indemnity obligation with respect to that the claims made in that Proceeding are within the scope of and subject to indemnification, regardless of the amount, Proceeding; (ii) no compromise or settlement of such Proceeding and underlying claims asserted in such Proceeding may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's consent unless (A) there is (i) no finding or admission of any violation of Legal Requirements or any violation of the rights of any Indemnified Person, and (ii) no Indemnified Person would be precluded solely as a result of such settlement from pursuing any other claims that may be brought by the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and indemnifying party; (iii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such Proceeding and underlying claims asserted in such Proceeding effected without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding consent (which may not be unreasonably withheld), and the Indemnifying Party does not, within thirty (30iv) days after the Indemnified Party’s notice is given, give notice to Person shall cooperate fully in the Indemnified Party of its election to assume manner reasonably requested by the indemnifying party in the defense of such Proceeding. (c) Notwithstanding the foregoing, if an Indemnified Person assumes control of the defense of a Proceeding (whether by virtue of the indemnifying party's failure to conduct an active and diligent defense, a conflict of the nature described in the first parenthetical clause set forth in Section 7.8(b) above, or the good faith determination of such Indemnified Person 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 Indemnifying Party indemnifying party will not be bound by any determination made in of such Proceeding or any compromise or settlement thereof effected by without the Indemnified Party of such Proceeding, in each case, with the prior consent of the Indemnifying Party indemnifying party (which may not to be unreasonably withheld, delayed or conditioned). (d) Buyer acknowledges Seller's active and diligent defense of the the Proceedings set forth on Schedule 7.1(d) and agrees that it shall not unreasonably withhold consent to any final settlement in such matter proposed by Seller.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Party shall claim indemnification hereunder arising from any Claim of a third party, the Party seeking indemnification (the "INDEMNIFIED PARTY") shall notify the Party from whom indemnification is sought (the "INDEMNIFYING PARTY") in writing of the basis for such Claim setting forth the nature of the Claim in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action Claim is prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) proceeding is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 10.6(a), the Indemnifying Party will shall, unless the Claim involves Taxes, be entitled to participate in such Proceeding proceeding and, to the extent that it wishes wishes, to assume the defense of such proceeding, if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, (ii) the Indemnifying Party conducts the defense of the third-party Claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iii) if the Indemnifying Party is also a party to such Proceeding and the Indemnified proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate, or (y) the Indemnifying Party fails to provide reasonable assurance to the inappropriate because of a conflict in interest. 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 Article 10 for any fees of other counsel or any other expenses with respect to the defense of such proceedingshall, in each case subsequently incurred its sole discretion, have the right to employ separate counsel (who may be selected by the Indemnified Party in connection its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such Proceeding, other than reasonable costs of investigationClaim. 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, regardless of the amount, (ii) no compromise or settlement of such claims 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 . (iiic) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If (i) notice is given to an the Indemnifying Party of the commencement of any Proceeding third-party legal proceeding and the Indemnifying Party does not, within thirty ten (3010) 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 Proceedinglegal proceeding, (ii) any of the conditions set forth in clauses (i) through (iii) of Section 10.6(b) above become unsatisfied or (iii) an Indemnified Party determines in good faith that there is a reasonable probability that a legal proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense of such Proceedingclaim, in each case, with but shall not compromise or settle such claim without the prior consent of the Indemnifying Party (Party, such consent not to be unreasonably withheldwithheld or delayed; provided that the Indemnifying Party shall reimburse the Indemnified Party for the costs of defending against the third-party claim (including reasonable attorneys' fees and expenses) and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or related to such third-party claim subject to the limitations provided in this Article X. The Indemnifying Party may elect to participate in such legal proceedings, delayed negotiations or conditioned)defense at any time at its own expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly In order for a Buyer Indemnified Party or a Company Indemnified Party (an “Indemnified Person”) to be entitled to any indemnification under this Article IX in respect of, or arising out of, a claim brought against the Indemnified Person by a third party (a “Third Party Claim”), such Indemnified Person must notify the party obligated to indemnify such Indemnified Person (the “Indemnitor”) in writing of the Third Party Claim promptly after receipt by an the Indemnified Party under Section 10.2 or Section 10.3 Person of written notice of the commencement of any Proceeding against itThird Party Claim; provided, such Indemnified Party willhowever, 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 Indemnified Party’s failure to give such noticenotification shall not affect the indemnification provided hereunder, unless, and then only to the extent, that the Indemnitor is actually prejudiced by such failure to receive notification. Thereafter, the Indemnified Person shall deliver to the Indemnitor promptly after receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim. (b) If any Proceeding referred to in Section 10.5(a) a Third Party Claim is brought made against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such ProceedingPerson, the Indemnifying Party Indemnitor will be entitled to participate in such Proceeding the related proceeding and, if they so choose, assume and control the defense of such Third Party Claim; provided, however, that the Indemnitor shall not be entitled to assume and control the extent that it wishes (unless (x) defense of such proceeding if the Indemnifying Party Indemnitor is also a party to such Proceeding proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (y) unethical. If 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 Indemnitor assumes the defense of such Proceeding with counsel satisfactory to Third Party Claim, the Indemnitor shall not settle such Third Party Claim without the consent of the Indemnified Party andPerson (which consent shall not be unreasonably withheld, after notice from the Indemnifying Party to the Indemnified Party conditioned or delayed) unless such settlement (i) does not involve any finding or admission 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 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 wrongdoing 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, regardless of the amountPerson, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless the sole does not involve any relief provided is other than monetary damages that are paid in full by the Indemnifying Party, and (iii) provides a customary release of the Indemnified Person in connection with such Third Party will have no liability Claim. (c) If a party receives a notice of a Third Party Claim within five (5) Business Days prior to the expiration of the applicable survival period as set forth in Section 9.1 with respect to an indemnification claim therefor, such indemnification claim may be made at any compromise or settlement time until the date that is five (5) Business Days following the expiration of such claims effected without its consent. If notice is given applicable survival period (it being understood that any such indemnity claim made prior to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioneddate shall survive until finally resolved).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 9.5(a), the Indemnifying Party will shall be entitled to (i) participate in such Proceeding and, and (ii) to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriatewishes, 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 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, if (x) the Indemnifying Party will not, as long as it diligently conducts such defense, be liable provides written notice to the Indemnified Party under that the Indemnifying Party intends to undertake such defense and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provide in this Article 10 for any fees of other counsel or any other expenses with respect to IX, and (y) the Indemnifying Party conducts the defense of such proceeding, in each case subsequently incurred by the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party in connection with assumes the defense of such Proceeding, other than reasonable costs the Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of investigationsuch counsel shall be paid by the Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. 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, regardless of the amount, (ii) no compromise or settlement 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 consent, which shall not be unreasonably withheld, delayed or conditioned. Prior to fifteen days after giving notice to the Indemnifying PartyParty of a claim pursuant to Section 9.5(a) or in the event the Indemnifying Party shall have assumed the defense of a Proceeding, and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims may be effected by the Indemnified Party without its consent. the prior written consent of the Indemnifying Party. (c) If (i) written notice is given to an the Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty ten (3010) days Business Days after the Indemnified Party’s written notice is given, give notice to the Indemnified Party of its election to assume the defense of such Proceeding, (ii) the condition set forth in Section 9.5(b)(i)(y) above becomes unsatisfied, (iii) the use of counsel chosen by the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by to represent the Indemnified Party would present such counsel with a conflict of interest as reasonably determined by such Proceeding, in each case, with counsel or (iv) that there is a reasonable probability that a Proceeding will involve remedies other than the consent payment of monetary damages (and not solely due to a general prayer for relief) for which the Indemnified Party would be entitled to indemnification from the Indemnifying Party under this Agreement, the Indemnified Party shall (not upon notice to be unreasonably withheldthe Indemnifying Party) have the right to undertake the defense of such claim, delayed and the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the third-party claim (including reasonable attorneys’ fees and expenses), and the Indemnifying Party shall remain responsible for any indemnifiable amounts arising from or conditioned)related to such third-party claim to the fullest extent provided in this Article IX. The Indemnifying Party may elect to participate in such Proceedings, negotiations or defense with its own counsel at any time at its own expense. (d) For purposes of this Article IX, an “alleged” breach of a representation, warranty or covenant shall exist only if there is a claim by a third party against an Indemnified Party alleging facts that, if true, would constitute a breach of such representation, warranty or covenant.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 12.2 or Section 10.3 12.3 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, Person will give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s Person's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a12.7(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) 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 (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 with counsel satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party 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, regardless of the amount, ; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’s Person's consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty (30) ten days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)Person.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it, the Indemnified Party shall notify the other Parties obligated to indemnify such Indemnified Party will, if a claim is to be made against an (the “Indemnifying Party under such Section, give notice to the Indemnifying Party Party”) of the commencement of such the 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 Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a8.2(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such the Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding andshall, to the extent that it wishes (unless (x) 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 (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 with counsel satisfactory to the Indemnified Party and, after upon written 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 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, regardless of the amount, (ii) no compromise or settlement 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 and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election be entitled to assume the defense of the Proceeding. If the Indemnifying Party elects to assume the defense of a Proceeding, the Indemnified Party shall turn the Proceeding over to the Indemnifying Party, who shall, at its own expense, assume the defense of the Proceeding and the Indemnified Party shall have the right (but not the obligation) to participate, at its own expense, in the defense thereof by counsel of its own choice, and shall cooperate with and assist the Indemnifying Party in connection with the defense or contest, but the Indemnifying Party shall retain control thereof and have final authority to determine all matters in connection therewith. Notwithstanding the foregoing, (i) the Indemnifying Party shall have the right to control the defense, litigation and settlement of the action only if the Indemnifying Party has agreed in writing to be responsible for all costs, expenses, judgments and liabilities connected with the claim, (ii) the Indemnifying Party shall not enter into any settlement of any Proceeding unless such settlement is contingent upon obtaining a general release in form and substance acceptable to the Indemnified Party releasing the Indemnified Party from all Liabilities in such Proceeding, and (iii) the Indemnifying Party will be bound by shall not enter into any determination made in settlement of any Proceeding if such Proceeding settlement grants any injunctive or any compromise or settlement effected by equitable relief unless the Indemnified Party of has consented in writing to such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)settlement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a Buyer Indemnified Party or a Seller Indemnified Party (the party seeking indemnification shall be referred to hereinafter as an "Indemnified Person") under this Section 10.2 or Section 10.3 6, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person will, if a claim ("Claim") is to be made against an Buyer or any Seller (the party from whom indemnification is sought shall be hereinafter referred to as the "Indemnifying Party under such SectionParty"), give notice ("Claim 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s 's failure to give such notice. Every Claim Notice must set forth the same information required for a Claim Notice under Section 6.5(a) and must be during the Indemnification Time Period. (b) If any Proceeding Claim referred to in Section 10.5(a6.4(a) is brought against an Indemnified Party Person and it such Indemnified Person gives written notice to the Indemnifying Party of the commencement of such ProceedingClaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 Claim with counsel reasonably satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such ProceedingClaim, and the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 6 for any attorneys' fees of other counsel or any other expenses with respect to the defense of such proceedingClaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such ProceedingClaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a ProceedingClaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims Claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (A) there is no finding or admission of any violation of any federal, state, local, municipal, foreign, international or other administrative order, constitution, law, ordinance, regulation or statute, or any violation of the rights of any 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 Person will have no liability with respect to any compromise or settlement of such claims Claim effected without its consent. If notice Subject to Section 6.4(c), if a Claim Notice is given to an Indemnifying Party of the commencement of any Proceeding for a Claim and the Indemnifying Party does not, within thirty (30) days after the Indemnified Party’s notice Claim Notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such ProceedingClaim, or dispute the Claim in writing, as set forth in Section 6.5(b), the Indemnifying Party will be bound by any determination made in such Proceeding any proceeding relating thereto or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by notice to the Indemnifying Party, assume, at the Indemnifying Party's sole cost and expense, including, without limitation, attorneys' fees and legal costs, the exclusive right to defend, compromise, or settle such ProceedingClaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3(a) is brought against an Indemnified Party Person and it such Indemnified Person gives notice to the Indemnifying Party of the commencement of a proceeding with respect to such claim (a "Proceeding"), the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party 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 Person and, after notice from the Indemnifying Party to the Indemnified Party 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 Person under this Article Section 10 for any fees of other counsel (other than in the circumstances provided in subclause (i) above) 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 Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of any such claims claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any 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 Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3(c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty twenty (3020) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person and will be liable for all expenses if it wrongfully failed to assume such defense. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed ) or conditioned)delayed.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itProceeding, such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party pursuant to this Article 10, give notice to the Indemnifying Party indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any the Indemnified Party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give provide such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it such Indemnified Party gives notice to the Indemnifying Party indemnifying party (“Claims Notice”) of the commencement of such Proceeding, the Indemnifying Party will indemnifying party will, unless the Proceeding involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance assurances 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 indemnifying party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 10.6 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 Proceeding, other than reasonable costs of investigation. If the Indemnifying Party indemnifying party assumes the defense of a Proceedingproceeding, (iy) it will be conclusively established for purposes of this Agreement that the claims made in that the Proceeding are within the scope of and subject to indemnification, regardless of the amount, indemnification in accordance with this Article 10; and (iiz) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified Party’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, indemnifying party; and (iiiIII) 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty ten (3010) days after the Indemnified Party’s notice is givenprovided, give notice to the Indemnified Party indemnified party of its election to assume the defense of such Proceeding, the Indemnifying Party 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 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, in each case, with but the indemnifying party will not be bound by the determination of a Proceeding so defended or any compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld). If the indemnifying party does not assume the defense of any claim or litigation, delayed any Indemnified Party may defend against such claim or conditioned)litigation in such manner as it may deem appropriate, including the settlement of such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party will promptly reimburse the Indemnified Party in accordance with the provisions hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after -------------------------------------------------- receipt of notice by an Indemnified Party of any claim against it which, if valid, would entitle it to indemnification under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against it11.1, such Indemnified Party willsaid Party, if a claim is to be made against an Indemnifying Party under it desires such Sectionindemnification, shall 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 the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action claim is prejudiced by the Indemnified Party’s 's failure to give such prompt notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to . Unless 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 (xa) the Indemnifying Party is also a party to such Proceeding claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, inappropriate or (yb) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding claim and provide indemnification with respect to such Proceeding)claim, it will be entitled to participate in the defense of such claim and to the extent that it wishes to assume the defense of such Proceeding 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 ProceedingParty, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 11.1 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (ix) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are claim is within the scope of and subject to indemnification, regardless of the amount, ; (iiy) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s party's 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, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, 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 a claim and the Indemnifying Party does not, within thirty ten (3010) 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 Proceedingclaim, the Indemnifying Party will be bound by any determination made in of such Proceeding claim, or any compromise or settlement effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim for which it would be entitled to indemnification under this Agreement may adversely affect it or its affiliates other than as a result of monetary damages, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed ). Each Indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such claim or conditioned)other matters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 5.1 or Section 10.3 5.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party Person 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Indemnifying Party’s failure to give such written notice. (b) If any Proceeding claim referred to in Section 10.5(a5.3(a) is brought against an Indemnified Party Person and it gives written notice to the Indemnifying Party of the commencement of such Proceedingclaim, the Indemnifying Party will be entitled to participate in such Proceeding andmay, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriateat its option, 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 claim with counsel reasonably satisfactory to the Indemnified Party Person and, after written notice from the Indemnifying Party to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 Section 5 for any fees of other counsel or any other expenses with respect to the defense of such proceedingclaim, in each case subsequently incurred by the Indemnified Party Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified PartyPerson’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 (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, ; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 5.3(c), if written notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty fifteen (3015) days after the Indemnified PartyPerson’s notice is given, give written notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim then the Indemnified Person shall defend such claim and, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an In the event a Buyer Indemnified Person or a Seller Indemnified Person (the “Indemnified Party”) becomes aware of a third party claim (a “Third Party Claim”) which such Indemnified Party reasonably believes may result in a demand for indemnification under Section 10.2 8.2 or Section 10.3 of notice of the commencement of any Proceeding against it8.3, such Indemnified Party will, if shall provide written notice (a claim is to be made against an Indemnifying Party under such Section, give notice “Claims Notice”) to the Party from which it seeks indemnification under this Article VIII (the “Indemnifying Party of the commencement Party”) of such claim, but the Third Party Claim after it becomes aware of it. The failure to notify the Indemnifying Party will shall 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 Indemnified Party’s failure to give such notice. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all non-ministerial notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (b) If any Proceeding referred Within [***] days after receipt of the Claims Notice, or, in the event a written response is required to be submitted in Section 10.5(a) is brought against an connection with such Third Party Claim prior to [***] days from the receipt of such Claims Notice, then such earlier time so as to reasonably enable the Indemnified Party and it gives notice to the Indemnifying Party of the commencement of timely submit such Proceedingwritten response (“Election Period”), the Indemnifying Party will shall notify the Indemnified Party whether it (i) disputes its liability to the Indemnified Party under this Agreement or (ii) desires to defend the Indemnified Party against such Third Party Claims (in which case the Indemnifying Party shall also acknowledge to the Indemnified Party in writing its obligation to indemnify the Indemnified Party with respect to all elements of such claim subject to the limitations on indemnification set forth in this Article VIII); provided that the Indemnifying Party shall not be entitled to participate in assume the defense or control of a Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if such Third Party Claim (1) seeks an Order or other equitable relief against the Indemnified Party, or (2) involves any Proceeding and, to initiated by a Governmental Body or a Proceeding that involves a material regulatory action or challenges a Permit of the extent Indemnified Party. If the Indemnifying Party notifies the Indemnified Party within the Election Period that it wishes desires to defend the Indemnified Party against the Third Party Claims (unless (x) and the Indemnifying Party is also a party entitled to assume the defense or control of such Proceeding Third Party Claim), then the Indemnifying Party shall conduct the defense, settlement or compromise of any action subject to any such Third Party Claim with counsel chosen by the Indemnifying Party and acceptable to the Indemnified Party, and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (y) shall reasonably cooperate with the conduct of such defense by the Indemnifying Party at the sole cost and expense of the Indemnifying Party. If the Indemnifying Party fails to provide reasonable assurance to notify the Indemnified Party of its financial capacity within the Election Period that the Indemnifying Party elects to defend such Proceeding the Indemnified Party pursuant to this Section 8.4, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 8.4 but fails to diligently and provide indemnification with respect to such Proceeding)promptly defend or settle the Third Party Claim, then the Indemnified Party will have the right to assume the defense of such Proceeding Third Party Claim with counsel satisfactory to of its choice. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnified Party and, after notice from for any period during which the Indemnifying Party has failed to assume or diligently provide the Indemnified defense or settlement thereof. Should the Indemnifying Party of its election so elect to assume the defense of a Third Party Claim, and if counsel to the Indemnified Party reasonably determines that a conflict of interest exists in respect of such Proceedingclaim, such Indemnified Party will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnified Parties) shall be paid by the Indemnifying Party. If the Indemnifying Party is conducting the defense of the Third Party Claim pursuant to this Section 8.4, the Indemnified Party, at its sole cost and expense (except as provided in the immediately preceding sentence), may retain separate counsel, and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party will control such defense. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party is hereby authorized, at the sole cost and expense of the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings which the Indemnified Party shall reasonably deem necessary or appropriate to protect its interests. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without each Indemnified Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed); provided, that, if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may reasonably recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and unconditionally releases the Indemnified Party complete from all Liability in connection with such Third Party Claim; provided, however, that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge (i) that provides for injunctive or other nonmonetary relief affecting the Indemnified Party, or (ii) that, in the reasonable opinion of the Indemnified Party, would otherwise adversely affect the Indemnified Party. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party will not, and will cause its Affiliates not to, admit any liability, consent to the entry of any judgment or agree to any settlement, compromise or discharge with respect to any Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed). (d) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to keep the Indemnified Party under this Article 10 for any fees informed of other counsel all material developments relating to or any other expenses in connection with respect such Third Party Claim. If the Indemnifying Party chooses to defend a Third Party Claim, the Parties will cooperate in the defense of such proceeding, in each case subsequently thereof (and the Indemnifying Party will promptly reimburse the Indemnified Party for all reasonable out-of-pocket expenses incurred by the Indemnified Party in connection with such cooperation), which cooperation will include the defense of such Proceeding, other than reasonable costs of investigation. If provision to 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 records and information which are within the scope of and subject reasonably relevant to indemnification, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Third Party without the Indemnified Party’s consent unless the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyClaim, and (iii) the Indemnified Party will have no liability with respect making employees available on a mutually convenient basis to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the commencement provide additional information and explanation of any Proceeding and the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned)material provided hereunder.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 or Section 10.3 of notice of the commencement of any Proceeding against itdemand, claim, action or proceeding made or brought by a third party, including a government agency (a "Proceeding"), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Sectionindemnifying party pursuant to this Article IX, give notice to the Indemnifying Party indemnifying party of the commencement of such claimthe Proceeding, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any the Indemnified Party, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s indemnified party's failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a9.04(a) is brought against an Indemnified Party and it such Indemnified Party gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will indemnifying party will, unless the Proceeding involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party indemnifying party fails to provide reasonable assurance assurances 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 (in the Indemnified Party's sole discretion) and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 Section 9.04 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 investigation. If the Indemnifying Party indemnifying party assumes the defense of a Proceedingproceeding, (iy) it will be conclusively established for purposes of this Agreement that the claims made in that the Proceeding are within the scope of and subject to indemnification, regardless of the amount, indemnification in accordance with this Article IX and (iiz) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying 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, indemnifying party; and (iiiIII) 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 indemnifying party of the commencement of any Proceeding and the Indemnifying Party indemnifying party does not, within thirty (30) ten days after the Indemnified Party’s 's notice is given, give notice to the Indemnified Party indemnified party of its election to assume the defense of such Proceeding, the Indemnifying Party 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 or its affiliates other than as a result of such Proceedingmonetary damages for which it would be entitled to indemnification under this Agreement, in each casethe Indemnified Party may, with by notice to the indemnifying party, assume the exclusive right to defend, compromise or settlement effected without its consent of the Indemnifying Party (which may not to be unreasonably withheld.) If the indemnifying party does not assume the defense of any claim or litigation, delayed any Indemnified Party may defend against such claim or conditioned)litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party will promptly reimburse the Indemnified Party in accordance with the provisions hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand and such notice shall set forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 8.4(a), the Indemnifying Party will may assume the settlement or defense of such Proceeding. The Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be entitled selected by the Indemnified Party in its sole discretion) in any such Proceeding and to participate in the defense thereof, and the fees and expenses of such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party is also a party to counsel shall be paid by such Proceeding and Indemnified Party. If 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 assumes the defense of such Proceeding with counsel satisfactory to because of the Indemnified Party and, after notice from failure of the Indemnifying Party to conduct such defense in good faith, the fees and expenses of such counsel shall be paid by the Indemnifying Party. The Indemnified Party of shall cooperate fully with the Indemnifying Party and its election to assume counsel in the defense or settlement of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of Legal Requirements or the rights of any Person by the Indemnified Party and no Material Adverse Effect on the Indemnified Party with respect to any other claims that may be made against it, and (ii) 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 (i) notice is given to an the Indemnifying Party of the commencement of any third-party Proceeding and the Indemnifying Party does not, within thirty ten (3010) 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, or (ii) having assumed the defense of such Proceeding, the Indemnifying Party fails to conduct such defense in good faith, then the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim; provided that no compromise or settlement of such claim may be affected by the Indemnified Party without the Indemnifying Party’s consent, if (A) the Indemnifying Party will be bound liable for any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Indemnifying Party of any determination made in such Proceeding Legal Requirement or the rights of any Person, or (C) the compromise or settlement effected by would have a Material Adverse Effect on the Indemnifying Party with respect to any other claims that may be made against it. The Indemnifying Party shall reimburse the Indemnified Party for the costs and expenses of such Proceeding, in each case, with defending against the consent of third-party claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party (not shall remain responsible for any Damages arising from or related to be unreasonably withheldsuch third-party claim to the extent provided in this ARTICLE VIII. The Indemnifying Party may elect to participate in such Proceedings, delayed negotiations or conditioned)defense at any time at its own expense.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an a party seeking indemnification under Sections 7.2 or 7.3 (the “Indemnified Party under Section 10.2 or Section 10.3 Person”), of notice of the commencement of any Proceeding against itit or the Company, such Indemnified Party Person will, if a claim is to be made against an Indemnifying Party a party providing indemnification under such SectionSections (the “Indemnifying Person”), give notice to the Indemnifying Party Person of the commencement of such claim, but the failure to notify the Indemnifying Party Person will not relieve the Indemnifying Party Person of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party Person demonstrates that the defense of such action is actually and materially prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a7.7(a) is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Person of the commencement of such Proceeding, the Indemnifying Party will Person will, unless the claim involves Taxes or social security matters, be entitled to participate at its own costs in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party Person is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party 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 reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 VII 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party Person 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party Person without the Indemnified PartyPerson’s consent which will 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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Person; and (iiiii) the Indemnified Party 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 Person of the commencement of any Proceeding and the Indemnifying Party Person does not, within thirty (30) days after the Indemnified PartyPerson’s notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party of such ProceedingPerson, unless the claim involves Taxes, in each casewhich case any such compromise or settlement shall require such Indemnifying Person's prior consent, with the consent of the Indemnifying Party (which will not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party under Section 10.2 11.2 or Section 10.3 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 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 (i) the defense of such action is prejudiced by the Indemnified Indemnifying Party’s 's failure to give such notice., or (ii) the notice was delivered after the expiration of the applicable indemnification time limitation set forth in Section 11.5. above (b) If any Proceeding referred to in Section 10.5(a11.8(a) is brought against an Indemnified Party and, in accordance with this Section 11.8 and Section 12.4 hereof, 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 (xi) 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 (yii) 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 Article 10 Section 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 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, regardless of the amount, ; (iiB) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s 's consent unless (Y) 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 (Z) 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 thirty (30) days ten Business 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. (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, in each case, with the consent of 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 consent may not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified indemnified Party under Section 10.2 or Section 10.3 (the “Indemnitee”) of notice of the commencement of any Proceeding against itthe Indemnitee by a third party (“Third Party Claim”), such Indemnified Party will, if a claim is to be made against an Indemnifying Party under such Section, the Indemnitee will give notice to the Indemnifying indemnifying Party (in the case of Sellers to the Sellers’ Representative) (the “Indemnitor”) in writing of the commencement of such claimclaim (“Notice of Claim”), 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 PartyIndemnitee, except to the extent that the Indemnifying Party Indemnitor demonstrates that the defense of such action is materially prejudiced by the Indemnified PartyIndemnitee’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party The Notice 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 (x) 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 (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 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 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, regardless of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (ii) no compromise or settlement which estimate shall not be conclusive of the final amount of such claims may be effected by Losses) and a description of the Indemnifying basis for such Third Party without Claim. (c) Subject to the Indemnified Party’s consent unless further provisions of this Section 10.10, the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party Indemnitor 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 thirty (30) days after (or less if the Indemnified Party’s notice is given, give notice nature of the Third Party Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnified Party of its election to Indemnitee that the Indemnitor will assume the defense or prosecution of such ProceedingThird Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnifying Indemnitor shall be conclusively deemed to have acknowledged that the Third Party will be bound by any determination made in Claim is within the scope of its indemnity obligation hereunder, unless material information later comes to light which demonstrates that such Proceeding or any compromise or settlement effected by claim relates solely to the Indemnified Party of such Proceeding, in each case, with the consent actions of the Indemnifying Party Acquired Companies after the Closing Date and shall hold (not subject, to be unreasonably withheldthe extent applicable, delayed or conditioned).to the provisions of Section 10.9(a) (

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party Person under Section 10.2 10.1 or Section 10.3 10.2, of notice of the commencement of any Proceeding claim against it, such Indemnified Party 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 PartyPerson, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s 's failure to give such notice. (b) If any Proceeding claim referred to in Section 10.5(a10.3 (a) is brought against an Indemnified Party Person and it such Indemnified Person gives notice to the Indemnifying Party of the commencement of a proceeding with respect to such claim (a "Proceeding"), the Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (xi) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, inappropriate or (yii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party 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 Person and, after notice from the Indemnifying Party to the Indemnified Party 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 Person under this Article Section 10 for any fees of other counsel (other than in the circumstances provided above) 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 Proceedingclaim, (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, regardless of the amount, (ii) no compromise or settlement of any such claims claim may be effected by the Indemnifying Party without the Indemnified Party’s Person's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any 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 Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If Subject to Section 10.3 (c), if notice is given to an Indemnifying Party of the commencement of any Proceeding claim and the Indemnifying Party does not, within thirty ten (3010) days after the Indemnified Party’s Person's notice is given, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party Person and will be liable for all expenses if it wrongfully failed to assume such defense. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a 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 Person may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, in each case, with the consent of but the Indemnifying Party will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld, delayed ) or conditioned)delayed.

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 10.2 or Section 10.3 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 the commencement of such claimStockholders, or Buyer, as the case 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 Indemnified Party’s Indemnitee'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 Execution Document the same, and (b) If any Proceeding referred to in Section 10.5(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 (x) 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 inappropriateby Indemnitor. Indemnitee may, if it so elects, designate its own counsel to participate with the counsel selected by Indemnitor in the conduct of such defense. Indemnitor will not permit any lien or (y) execution to attach to the Indemnifying Party assets 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 provide reasonable assurance to the Indemnified Party notify Indemnitee of its financial capacity election to defend such Proceeding claim within the time prescribed herein, or after having elected to defend such claim fails to institute and provide indemnification with respect to maintain such Proceeding)defense as prescribed herein, to assume or if such defense is unsuccessful then, in any such event, the defense of such Proceeding with counsel satisfactory to Indemnitor shall fully satisfy and discharge the Indemnified Party and, 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 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 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, regardless of the amount, (iiy) no compromise or settlement of such claims may be effected by the Indemnifying Party Indemnitor without the Indemnified Party’s Indemnitee'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 Party, Indemnitor; 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 thirty (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 of such Proceeding, in each case, with the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is materially prejudiced by the Indemnified Party’s failure to give such notice. (b) If any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 7.6(a), the Indemnifying Party will shall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this Article VII, (ii) the Indemnifying Party provides to the Indemnified Party evidence acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the third-party claim and to fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iv) if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 Article 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except as set forth in connection with the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). 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, regardless of the amount, (iiA) no compromise or settlement of such the claims with respect thereto may be effected by the Indemnifying Party without the Indemnified Party’s 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, Party and (iiiB) the Indemnified Party will shall have no liability with respect to any compromise or settlement of such claims effected without its consent. . (c) If (i) notice is given to an the Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty (30) 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, or (ii) an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim; provided that the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the third-party claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any determination made indemnifiable amounts arising from or related to such third-party claim to the fullest extent provided in this Article VII. The Indemnifying Party may elect to participate in such Proceedings, negotiations or defense at any time at its own expense. (d) The Seller 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, and agree that process may be served on the Seller with respect to such a claim anywhere in the world. (e) With respect to any compromise or settlement effected by third-party claim subject to indemnification under this Article VII, (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 Proceedingthird-party claim and any related Proceedings at all stages thereof if such Person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) 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. (f) With respect to any third-party claim subject to indemnification under this Article VII, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use Commercially Reasonable Efforts, in each caserespect of any third-party claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Legal Requirements), and (ii) all communications between any party hereto and counsel responsible for or participating in the consent defense of any third-party claim shall, to the Indemnifying Party (not extent possible, be made so as to be unreasonably withheld, delayed preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) 9.4.1. Promptly after receipt by an Indemnified Party Person under Section 10.2 9.2 or Section 10.3 9.3 of notice of the commencement of any Proceeding claim (a “Proceeding”) against it, such Indemnified Party willPerson shall, if a claim is to be made against an Indemnifying Party indemnifying party under such Sectionsection, give notice to the Indemnifying Party indemnifying party of the commencement of such claim, but the failure to notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party indemnifying party of any liability that it may have to any Indemnified PartyPerson, except to the extent that the Indemnifying Party indemnifying party demonstrates that the defense of such action is prejudiced by the Indemnified PartyPerson’s failure to give such notice. (b) 9.4.2. If any Proceeding proceedings referred to in Section 10.5(a) 9.4.1 is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party indemnifying party of the commencement of such Proceeding, the Indemnifying Party will indemnifying party shall, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (x) the Indemnifying Party indemnifying party is also a party to such Proceeding and the Indemnified Party Person 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 with counsel reasonably satisfactory to the Indemnified Party Person and, after notice from the Indemnifying Party indemnifying party to the Indemnified Party Person of its election to assume the defense of such Proceeding, the Indemnifying Party indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party 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, regardless of the amount, (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party indemnifying party without the Indemnified PartyPerson’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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, indemnifying party; and (iiiii) the Indemnified Party Person will have no liability with respect to any compromise or settlement of such claims effected without its consentthe consent of such Indemnified Person. If notice is given In no event will the Indemnified Person consent to an Indemnifying Party of the commencement entry of any judgment or enter into any settlement with respect to a Proceeding and without the Indemnifying Party does not, within thirty (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 of such Proceeding, in each case, with the prior written consent of the Indemnifying Party (Person, which consent shall not to be unreasonably withheld, delayed or conditioned).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party under Section 10.2 or Section 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 so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, indemnification obligation hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action claim or demand is materially prejudiced by the Indemnified Party’s failure to give such notice; provided that the Indemnifying Party shall not be obligated to reimburse or indemnify the Indemnified Party for its costs or expenses (including legal fees) incurred in connection with the third-party claim prior to providing notice hereunder to the Indemnifying Party. (b) If any Proceeding referred to in Section 10.5(a) is brought by a third party against an Indemnified Party and it the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceedingpursuant to Section 8.5(a), the Indemnifying Party will shall be entitled to participate in such Proceeding and, to the extent that it wishes wishes, to assume the defense of such Proceeding, if (unless (xi) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense, and by such notice it shall be conclusively established that the Indemnifying Party shall indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third-party claim as provided in this Article VIII, (ii) the Indemnifying Party provides to the Indemnified Party evidence acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the third-party claim and to fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the third-party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party and (iv) if the Indemnifying Party is also a party to such Proceeding and the Indemnified Proceeding, the Indemnifying Party determines has not determined in good faith that joint representation would be inappropriate. The Indemnified Party shall, or in its sole discretion, have the right to employ separate counsel (ywho may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of and its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume counsel in the defense or compromise of such Proceeding with counsel satisfactory to the Indemnified Party andclaim or demand, 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 Article 10 for any fees of other counsel or any other provided that all reasonable out-of-pocket expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party shall be paid by the Indemnifying Party (except as set forth in connection with Section 8.5(a) and the defense of such Proceeding, other than reasonable costs of investigationpreceding sentence). 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, regardless of the amount, (iiA) no compromise or settlement of such the claims with respect thereto may be effected by the Indemnifying Party without the Indemnified Party’s 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, Party and (iiiB) the Indemnified Party will shall have no liability with respect to any compromise or settlement of such claims effected without its consent. . (c) If (i) notice is given to an the Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty twenty (3020) 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, (ii) any of the conditions set forth in clauses (i) through (iv) of Section 8.5(b) above become unsatisfied or (iii) an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification from the Indemnifying Party will be bound by under this Agreement, the Indemnified Party shall (upon notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim; provided that the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the third-party claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party shall remain responsible for any determination made indemnifiable amounts arising from or related to such third-party claim to the fullest extent provided in this Article VIII. The Indemnifying Party may elect to participate in such Proceedings, negotiations or defense at any time at its own expense. (d) The Buyer, Seller and the Shareholder 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 the Buyer, Seller and the Shareholder with respect to such a claim anywhere in the world. (e) With respect to any compromise or settlement effected by third-party claim subject to indemnification under this Article VIII, (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 Proceedingthird-party claim and any related Proceedings at all stages thereof if such Person is not represented by its own counsel, and (ii) the parties agree to render (each at its own expense) 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. (f) With respect to any third-party claim subject to indemnification under this Article VIII, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use Commercially Reasonable Efforts, in each caserespect of any third-party claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Legal Requirements), and (ii) all communications between any party hereto and counsel responsible for or participating in the consent defense of any third-party claim shall, to the Indemnifying Party (not extent possible, be made so as to be unreasonably withheld, delayed preserve any applicable attorney-client or conditioned)work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by an Indemnified Party a party entitled to indemnity under Section 10.2 or Section 10.3 10.4 (an "Indemnified Person") of notice of the commencement assertion of any Proceeding a claim (the "Claim Notice") by a third party against it, such Indemnified Party willPerson shall, if a claim is to be made against an Indemnifying Party a party obligated to indemnify under such SectionSection (an "Indemnifying Person"), give notice the Claim Notice to the Indemnifying Party Person of the commencement assertion of such claim; provided, but however, that the failure to notify the Indemnifying Party will provide such Claim Notice shall not relieve the Indemnifying Party Person of any liability obligations that it may have to any Indemnified PartyPerson under this Article X, except (i) to the extent that such failure shall have adversely prejudiced the Indemnifying Party demonstrates that and (ii) to the defense of such action is prejudiced by extent expenses are incurred during the Indemnified Party’s failure to give such noticeperiod in which notice was not provided. (b) If any Proceeding third-party claim referred to in Section 10.5(a) Article X is brought against an Indemnified Party Person and it gives notice to the Indemnifying Party Person of the commencement assertion of such Proceedingthird-party claim, the Indemnifying Person shall have fifteen (15) days from the personal delivery of mailing of the Claim Notice (the "Notice Period"), or if the laws of jurisdiction of the Company require a shorter term than the Notice Period, the Notice Period shall be reduced to two (2) days from the personal delivery or mailing of the Claim Notice, to notify the Indemnified Party whether or not it desires to assume the defense of such claim with counsel satisfactory to the Indemnified Person if (i) the claim involves (and continues to involve) solely monetary damages and the Indemnifying Party's assumption of the defense or settlement of such claim will not have an adverse effect on the Indemnified Party's business, (ii) the Indemnifying Party expressly agrees in writing to the Indemnified Party that, as between the two, the Indemnifying Party will be entitled is solely obligated to participate in such Proceeding andsatisfy and discharge the claim, to the extent that it wishes and (unless (xiii) the Indemnifying Party makes reasonably adequate provision to satisfy the Indemnified Party of the Indemnifying Party's ability to satisfy and discharge the claim (the foregoing collectively, the "Litigation Conditions"); provided, however, that if (i) the Indemnifying Person is also a party to such Proceeding against whom the third-party claim is made and the Indemnified Party Person determines in good faith that joint representation would be inappropriate, or (yii) the Indemnifying Party Person fails to provide reasonable assurance to the Indemnified Party Person of its financial capacity to defend such Proceeding third-party claim and provide indemnification with respect to such Proceeding)third-party claim; and provided further, however, that the Indemnifying Party shall forfeit the right to assume control the defense or settlement of any such Proceeding with counsel satisfactory to claim if, at any time after assuming the Indemnified defense or settlement thereof, the Indemnifying Party andno longer satisfies the Litigation Conditions. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, after and shall be paid by, the Indemnifying Party. After notice from the Indemnifying Party Person to the Indemnified Party Person of its election to assume the defense of such Proceedingthird-party claim, the Indemnifying Party will Person shall not, as long as it diligently conducts such defense, be liable to the Indemnified Party Person under this Article 10 X 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 Person in connection with the defense of such Proceedingclaim, other than reasonable costs of investigation, which shall be Damages recoverable under this Section. If the Indemnifying Party Person assumes the defense of a Proceedingthird-party claim, (i) it such assumption will be conclusively established establish for purposes of this Agreement that the claims made in that Proceeding claim are within the scope of and subject to indemnification, regardless of the amount, ; (ii) no compromise, settlement, or offer to settle or compromise or settlement of any such claims claim may be effected by the Indemnifying Party Person without the Indemnified Party’s Person's prior written consent, which shall not be unreasonably withheld, if such settlement or compromise would result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any subsidiary or affiliate thereof unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, Person (after the set-off and satisfaction of the Notes as provided in Section 10.3; and (iii) the Indemnified Party will Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consentconsent (which may not be unreasonably withheld). If notice a Claim Notice is given to an Indemnifying Party Person of the commencement assertion of any Proceeding third-party claim and the Indemnifying Party Person does not, within thirty (30) days after the Indemnified Party’s notice is givenNotice Period, give notice to the Indemnified Party Person of its election to assume the defense of such Proceedingclaim, the Indemnifying Party Person will be bound by any determination made in such Proceeding claim or any compromise or settlement effected by the Indemnified Party Person. (c) With respect to any third-party claim subject to indemnification under this Section: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other party fully informed of the status of such Proceedingthird-party claim and any related proceedings at all stages thereof where such party 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. (d) With respect to any third-party claim subject to indemnification under this Section, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in each caserespect of any third-party claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the consent defense of any third-party claim shall, to the Indemnifying Party (not extent possible, be made so as to be unreasonably withheld, delayed preserve any applicable attorney-client or conditioned)work-product privilege.