Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Procedure for Indemnification. Promptly upon receipt of notice After acquiring knowledge of any claimDamage or Claim for which CIG, demand or assessment the Acquirer or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant Fund have agreed to the terms of provide indemnification under this AgreementArticle 9 (an “Indemnifiable Claim”), the party seeking indemnification Person to be indemnified (the “Indemnitee”) will use its best efforts shall give to notify the other indemnifying party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor written notice (a “Claim Notice”) thereof; provided, however, that failure to respond to provide such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action notice shall not relieve the Indemnitor from any liability which it may have of the obligation to indemnify the Indemnitee except to the Indemnitee in connection therewithextent such party had been materially prejudiced by such failure or delay. If any claim, demand or assessment shall the Indemnitor acknowledges its obligation in writing to indemnify the Indemnitee for the Indemnifiable Claim (which acknowledgment may be asserted or suit, action or proceeding commenced against the Indemniteemade without admission of ultimate liability through a reservation of rights), the Indemnitor will have the right to control the defense of any proceeding relating thereto, unless it is relieved of its obligations to defend hereunder with respect to such defense by the Indemnitee and the Indemnitee has released the Indemnitor from its Liability with respect thereto, in which case, the Indemnitee shall pay its own expense of such defense. If the Indemnitor controls the defense of such Indemnifiable Claim, the Indemnitee shall cooperate with the Indemnitor in resolving such matter including by providing the availability and cooperation of its employees who are familiar with the transactions out of which such Indemnifiable Claim may have arisen and by providing Indemnitor with necessary and relevant documents relating to the subject matter of such Indemnifiable Claim. If the Indemnitor fails or refuses to acknowledge its obligation to undertake such defense, settlement or other resolution of such Indemnifiable Claim within thirty (30) days after receipt of the Claim Notice (which may be entitled to participate thereinundertaken without admission of ultimate liability through a reservation of rights), then the Indemnitee may itself defend, settle or otherwise resolve the Indemnifiable Claim, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not shall be liable to the Indemnitee responsible for any legal or other expenses consequently all reasonable costs incurred by the Indemnitee in connection with the defensetherewith, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with provided any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, such Indemnifiable Claim shall require the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnitor shall assume the defense, settlement or other resolution of any Indemnifiable Claim, it shall not settle the Indemnifiable Claim without the written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed, unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee, reasonably satisfactory to the Indemnitee, from all Liability with respect to such Indemnifiable Claim and in the case of a Claim related to Taxes, a release from all Liability for similar or related Claims.

Procedure for Indemnification. Promptly upon receipt of notice of In the event that either party to this Agreement shall incur any claim, demand or assessment or the commencement of any suit, demand, action or proceeding damages in respect of which indemnity may be sought by such party pursuant to the terms this Section 11 or any other provision of this Agreement, the party seeking indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the “Indemnitee”"Indemnitor") will use its best efforts promptly. In the case of third party claims, such notice shall in any event be given as soon as possible of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the any Indemnitor to respond to such of any claim or answer or otherwise plead in such action. Except shall not relieve it from any liability except to the extent that the Indemnitor is demonstrates that the defense of such action has been materially prejudiced therebyby such delay or failure to notify. In the case of third party claims, the omission Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its intention to assume the defense of such claim if the Indemnitor concurrently assumes the obligation to indemnify the Indemnitee. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee to promptly notify or otherwise. If the Indemnitor shall not assume the defense of any such claim or action shall not relieve the Indemnitor from any liability which it may have to litigation resulting therefrom, the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced may defend against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim or litigation in such manner as it may deem appropriate and make its personnelthe Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, books and records relevant to the claim available to the Indemnitor. In the event assert against the Indemnitor does not wish any rights or claims to assume which the defenseIndemnitee is entitled. Payment of Seller or Buyer damages, conduct or settlement as the case may be, shall be made within ten (10) days of a final determination of a claim. A final determination of a disputed claim shall be (v) a judgment of any court determining the validity of the disputed claim, demand if no appeal is pending from such judgment or assessmentif the time to appeal therefrom has elapsed, (w) an award of any arbitration determining the Indemnitee will validity of such disputed claim, if there is not settle pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (x) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (y) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, demand or assessment without (z) such other evidence of final determination of a disputed claim as shall be acceptable to the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldparties.

Procedure for Indemnification. Promptly upon receipt of notice of In the event that any claim, demand or assessment or the commencement of party to this Agreement shall incur any suit, demand, action or proceeding Damages in respect of which indemnity may be sought by such party pursuant to the terms this Section 13 or any other provision of this Agreement, the party seeking indemnified hereunder (the "INDEMNITEE") shall notify the party providing indemnification (the “Indemnitee”"INDEMNITOR") will use its best efforts promptly. In the case of third party claims, such notice shall in any event be given within 10 days of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the any Indemnitor to respond to such of any claim or answer or otherwise plead in such action. Except shall not relieve it from any liability except to the extent that the Indemnitor is demonstrates that the defense of such action has been materially prejudiced therebyby such delay or failure to notify. In the case of third party claims, the omission Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its intention to assume the defense of such claim. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee to promptly notify or otherwise. If the Indemnitor shall not assume the defense of any such claim or action shall not relieve the Indemnitor from any liability which it may have to litigation resulting therefrom, the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced may defend against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim or litigation in such manner as it may deem appropriate and make its personnelthe Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, books and records relevant to the claim available to the Indemnitor. In the event assert against the Indemnitor does not wish any rights or claims to assume which the defense, conduct or settlement Indemnitee is entitled. Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, demand if no appeal is pending from such judgment or assessmentif the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the Indemnitee will validity of such disputed claim, if there is not settle pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, demand or assessment without (e) such other evidence of final determination of a disputed claim as shall be acceptable to the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldparties.

Procedure for Indemnification. Promptly upon receipt of The procedure for indemnification shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, demand whether between or assessment among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time factual basis for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except (to the extent that known by the Indemnitor is prejudiced therebyClaimant) and (ii) if known, the omission amount of the Indemnitee claim; provided that, failure to promptly notify the Indemnitor of any give such claim or action notice within 20 days shall not relieve the Indemnitor from constitute a defense to any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate thereinclaim for indemnification unless, and only to the extent it may wish that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to assume give such notice. Thereafter, the defenseClaimant shall deliver to the Indemnifier, conduct or settlement promptly following the Claimant’s receipt thereof, with counsel reasonably satisfactory copies of all notices and documents (including court papers) received by the Claimant relating to the Indemnitee. After claim. (b) Following receipt of notice from the Indemnitor Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnitee Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its election Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense, conduct, or settlement thereofdefense of any Third Party claim, the Indemnitor will Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Indemnitee Claimant for any legal or other expenses consequently subsequently incurred by the Indemnitee Claimant in connection with the defensedefense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, conduct the Claimant shall not admit any liability with respect to, or settlement thereof. The Indemnitee will cooperate settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Indemnitor Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in connection with any reasonable detail a description of such claim and make its personnel, books and records relevant to if the claim available to the Indemnitor. In the event the Indemnitor CEO does not wish subsequently agree to assume cause the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle Company to bring such claim, demand or assessment without the prior written consent ACS Member may, on behalf of the IndemnitorCompany, which consent shall not be unreasonably withheldbring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification (other than by the Seller pursuant to Section 12.2(b)) may be sought hereunder by the Seller, on the one hand, or Buyer, on the other hand, the Indemnitee shall assert a claim for indemnification by notice (the "Notice") to the Indemnitor stating the nature and basis of such claim. Promptly upon after receipt by an Indemnitee of notice Notice of any claim, demand or assessment the assertion of a claim or the commencement of any suitaction, demand, action litigation or proceeding in by any third party (a "Third-Party Claim") with respect of to a matter for which indemnity indemnification is or may be sought owing pursuant to the terms of this AgreementSection 12.2 or 12.3, the party seeking indemnification (the “Indemnitee”) will use its best efforts Indemnitee shall give Notice to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor and shall thereafter keep the Indemnitor informed of all other information it receives with respect thereto; provided, however, that failure of the Indemnitee to respond to give the Indemnitor prompt Notice and such claim or answer or otherwise plead in such action. Except other information as provided herein shall not relieve the Indemnitor of any of its obligations hereunder unless and then only to the extent that the Indemnitor is shall have been actually prejudiced thereby. The Indemnitor shall have the right, at its option and at its own expense, to participate in or, by giving written notice to the Indemnitee no later than thirty (30) days after delivery of the Notice, to take exclusive control of, the omission of the Indemnitee to promptly notify the Indemnitor defense, negotiations and/or settlement of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereofThird-Party Claim, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee takes exclusive control of its election to assume the defense, conduct, or negotiation and/or settlement thereofof any such Third-Party Claim, the Indemnitee shall have the right to participate therein, at its own expense and with counsel of its own choosing; provided, however, that the Indemnitor will shall pay for the costs and expenses of such separate counsel if the Indemnitor's counsel determines that it cannot represent both the Indemnitor and the Indemnitee. The Parties each shall cooperate and shall cause each Indemnitor to cooperate with and render such assistance as may reasonably be liable requested in order to insure the proper and adequate defense of any such Third-Party Claim or proceeding, which assistance shall include, without limitation, making appropriate personnel reasonably available for any discovery or trial. If the Indemnitor fails or refuses to undertake the defense of any such Third-Party Claim within thirty (30) days after delivery of the Notice, the Indemnitee for any legal or other expenses consequently incurred by shall have the Indemnitee in connection with right to take exclusive control of the defense, conduct or negotiation and/or settlement thereofof such Third-Party Claim at the Indemnitor's expense. The Indemnitee will cooperate with Neither the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, nor the Indemnitee will not shall settle such claim, demand or assessment compromise any Third-Party Claim without the prior written consent of the Indemnitorother, which consent shall not be unreasonably withheldwithheld or delayed; provided, however, that any settlement or compromise includes an unconditional release of the Indemnitee from all liabilities or obligations relating to the Third-Party Claim.

Procedure for Indemnification. Promptly upon receipt of notice of In the event that any claim, demand or assessment or the commencement of party to this Agreement shall incur any suit, demand, action or proceeding Damages in respect of which indemnity may be sought by such party pursuant to the terms this Section 14 or any other provision of this Agreement, the party seeking indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the “Indemnitee”"Indemnitor") will use its best efforts promptly. In the case of third party claims, such notice shall in any event be given within 10 days of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the any Indemnitor to respond to such of any claim or answer or otherwise plead in such action. Except shall not relieve it from any liability except to the extent that the Indemnitor is demonstrates that the defense of such action has been materially prejudiced therebyby such delay or failure to notify. In the case of third party claims, the omission Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its intention to assume the defense of such claim. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee to promptly notify or otherwise. If the Indemnitor shall not assume the defense of any such claim or action shall not relieve the Indemnitor from any liability which it may have to litigation resulting therefrom, the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced may defend against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim or litigation in such manner as it may deem appropriate and make its personnelthe Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, books and records relevant to the claim available to the Indemnitor. In the event assert against the Indemnitor does not wish any rights or claims to assume which the defense, conduct or settlement Indemnitee is entitled. Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, demand if no appeal is pending from such judgment or assessmentif the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the Indemnitee will validity of such disputed claim, if there is not settle pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, demand or assessment without (e) such other evidence of final determination of a disputed claim as shall be acceptable to the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldparties.

Procedure for Indemnification. Promptly upon after receipt by any Person entitled to indemnity (an "Indemnitee") under Section 4.1 or Section 4.2 hereof of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding claim, such Indemnitee shall, if a claim in respect of which indemnity may thereof is to be sought pursuant to the terms of made against an indemnitor (an "Indemnitor") under this AgreementARTICLE 4, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) such Indemnitor in writing thereof of the commencement thereof, but any omission or delay in sufficient time for notifying the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor it from any liability which it may have to any Indemnitee except to the Indemnitee in connection therewithextent of any actual prejudice. If In case any claim, demand or assessment such action shall be asserted or suit, action or proceeding commenced brought against the any Indemnitee, it shall notify an Indemnitor of the commencement thereof, such Indemnitor will shall be entitled to participate thereintherein and, and to the extent that it may wish shall wish, jointly with any other Indemnitor similarly notified, to assume the defense, conduct or settlement defense thereof, with counsel reasonably satisfactory to the such Indemnitee. After , and, after notice from the Indemnitor to the such Indemnitee of its election so to assume the defense, conduct, or settlement defense thereof, the such Indemnitor will shall not be liable to the such Indemnitee under this ARTICLE 4 for any legal expenses of other counsel or any other expenses consequently expenses, in each case subsequently incurred by the Indemnitee such Indemnitee, in connection with the defense, conduct or settlement defense thereof. The Indemnitee will cooperate with the No Indemnitor in connection with any such claim and make its personnelshall, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnitee from all liability arising out of such action or 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 any Indemnitee. Notwithstanding the foregoing, an Indemnitee shall have the right to employ separate counsel reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than as provided in (3) below) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (1) the Indemnitor has agreed to pay such fees and expenses; (2) the Indemnitor shall have failed after notice to assume the defense of such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnitee and the Indemnitor or any of its Affiliates or controlling persons, and a conflict of interest may reasonably be expected to exist if such counsel represents such Indemnitee and the Indemnitor (or such Affiliate or controlling person) and in the case of (3), the Indemnitee shall have the right to control the Indemnitee's defense and in each of the cases, if such Indemnitee notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the Indemnitor; it being understood, however, that the Indemnitor shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such Indemnitees, which consent firm shall not be unreasonably withheld.designated by the Indemnitee that had the largest number of shares included in the applicable Registration

Procedure for Indemnification. The following procedures shall apply to indemnification under this Agreement: 5.6.4.1 Promptly after receipt by an indemnities of written notice of the assertion of any claim subject to indemnification, the indemnities shall give written notice to the indemnitor and shall thereafter keep the indemnitor reasonably informed with respect thereto, provided that failure of the indemnities to give the indemnitor prompt notice as provided herein shall not relieve the indemnitor of any of its obligations unless such failure materially prejudices the Indemnitor. 5.6.4.2 The Indemnitor shall be entitled to assume and control the defense of any action based upon a claim subject to indemnification by providing written notice to the indemnities within thirty days from receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, such action or proceeding in respect of which indemnity may be sought pursuant its intention to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereofdo so, with counsel reasonably satisfactory to the Indemniteeindemnities and at indemnitor's own expense. After notice from Notwithstanding the Indemnitor assumptions by the indemnitor of the defense of any such action as provided herein, the indemnities shall be permitted to join in the defense of such action and to employ counsel at its own expense. 5.6.4.3 If the indemnitor shall assume defense of any such action, it shall not settle such action unless such settlement includes as an unconditional term thereof, the giving by the claimant of a release of the indemnities, satisfactory to the Indemnitee indemnities, from all liability with respect to such action. 5.6.4.4 If the indemnitor fails to notify the indemnities of its election desire to assume the defensedefense of any such action within the prescribed period of time, conduct, then the indemnities may assume the defense of such action and the indemnitor shall be bound by any determinations made in such action or any settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred effected by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldindemnities.

Procedure for Indemnification. Promptly upon receipt of (a) Each Indemnitee shall give the Board notice in writing, as soon as practicable, of any claimmatter or Proceeding for which such Indemnitee expects to or will seek indemnification under this Exhibit C. Such notice shall include a written request for indemnification, demand or assessment or the commencement of and shall be accompanied by any suitdocumentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee shall direct such notice, demand, action or proceeding in respect of which indemnity may be sought pursuant request and documentation to the terms Board at the address of this Agreementthe Corporation’s principal executive offices. Notwithstanding the foregoing, the party seeking indemnification (the “Indemnitee”) will use its best efforts any failure of Indemnitee to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to provide such claim or answer or otherwise plead in such action. Except notice to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action Board shall not relieve the Indemnitor from Corporation of any liability which that it may have to Indemnitee unless and to the Indemnitee in connection therewith. If extent such failure materially prejudices the interests of the Corporation. (b) With respect to any claim, demand matter or assessment shall be asserted or suit, action or proceeding commenced against Proceeding of which the IndemniteeBoard is notified under Section 4(a), the Indemnitor will Corporation shall be entitled to participate therein, and to the extent it may wish therein at its own expense and/or to assume the defense, conduct or settlement thereofdefense thereof at its own expense, with legal counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so, in which case Indemnitee shall provide the Corporation such information and cooperation as the Corporation may reasonably satisfactory require in connection with such defense and as shall be within Indemnitee’s power to the Indemniteeso provide. After delivery of such notice from the Indemnitor Corporation to the Indemnitee of its election intention to assume the defensedefense of such matter or Proceeding, conductIndemnitee’ s approval of Corporation’s counsel, or settlement thereofand the retention of such counsel, the Indemnitor Corporation will not be liable to the Indemnitee under this Exhibit C for any legal fees and expenses of counsel subsequently incurred by Indemnitee with respect to such matter or Proceeding, other than as provided below. The Indemnitee shall have the right to employ his or its own counsel in connection with such matter or Proceeding, but the fees and expenses consequently of such counsel incurred after such notice, approval and retention shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Board, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in connection with the defenseconduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, conduct or settlement thereof. The within the earlier of (A) twenty (20) calendar days and (B) the date upon which the Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant must respond to the claim available as to which indemnification is sought, in each of which cases the Indemnitor. In fees and expenses of counsel for the event Indemnitee shall be at the Indemnitor does expense of the Corporation, except as otherwise expressly provided by this Exhibit C. The Corporation shall not wish be entitled, without the consent of the Indemnitee, to assume the defensedefense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. Notwithstanding any of the foregoing, conduct the Corporation shall not be permitted to settle any matter or settlement of Proceeding, or any claim, demand issue or assessmentmatter therein, on behalf of the Indemnitee will not settle such claimIndemnitee, demand or assessment without the prior written consent of Indemnitee, unless (i) the IndemnitorCorporation assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or (ii) the Indemnitee is otherwise fully indemnified against all such liability and the Corporation shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld.

Procedure for Indemnification. Promptly upon after receipt by any Indemnified Person under Section 6.1 or Section 6.2 hereof of notice of any claim, demand or assessment or the commencement of any suitaction, demand, action claim or proceeding (each, a "Proceeding"), such Indemnified Person shall, if a Claim in respect of which indemnity may be thereof is sought pursuant to the terms against an AngioDynamics or E-Z-EM, respectively (for purposes of this AgreementSection 6.4, the party seeking indemnification (the “Indemnitee”) will use its best efforts to an "Indemnitor"), notify the other party (the “Indemnitor”) such Indemnitor in writing thereof of the commencement thereof, but any omission or delay in sufficient time for notifying the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor it from any liability which it may have to any Indemnified Person except to the Indemnitee in connection therewithextent of any actual prejudice. If In case any claim, demand or assessment such action shall be asserted or suitbrought against any Indemnified Person, action or proceeding commenced against it shall notify an Indemnitor of the Indemniteecommencement thereof, the such Indemnitor will shall be entitled to participate thereintherein and, and to the extent that it may wish shall wish, jointly with any other Indemnitor similarly notified, to assume the defense, conduct or settlement defense thereof, with counsel reasonably satisfactory to the Indemnitee. After such Indemnified Person, and, after notice from the Indemnitor to the Indemnitee such Indemnified Person of its election so to assume the defense, conduct, or settlement defense thereof, the such Indemnitor will shall not be liable to the Indemnitee such Indemnified Person under this Section 6 for any legal expenses of other counsel or any other expenses consequently expenses, in each case subsequently incurred by the Indemnitee such Indemnified Person, in connection with the defense, conduct or settlement defense thereof. The Indemnitee will cooperate with the No Indemnitor in connection with any such claim and make its personnelshall, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the applicable Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all Claims arising out of such Proceeding 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 any Indemnified Person. Notwithstanding the foregoing, an Indemnified Person shall have the right to employ separate counsel reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than with respect to (3) below) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (1) the Indemnitor has agreed to pay such fees and expenses; (2) the Indemnitor shall have failed after notice to assume the defense of such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnitor, which consent and a conflict of interest may reasonably be expected to exist if such counsel represents such Indemnified Person and the Indemnitor. In the case of clause (3), the Indemnified Person shall have the right to control the Indemnified Person's defense and, for each of clauses (1)-(3), if such Indemnified Person notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the Indemnitor; provided, however, that the Indemnitor shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such Indemnified Persons. An Indemnitor shall not be unreasonably withheldliable for any settlement of an action effected without its written consent.

Procedure for Indemnification. Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. No Indemnitor shall, without the specific written consent of the Indemnitee, enter into a settlement, compromise a claim, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in connection with which indemnification may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (a) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (b) does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnitee.

Procedure for Indemnification. Promptly upon receipt of notice of In the event that any claim, demand or assessment or the commencement of party to this Agreement shall incur any suit, demand, action or proceeding Damages in respect of which indemnity indemnification may be sought by such party pursuant to the terms this Section 12 or any other provision of this Agreement, the party seeking indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the “Indemnitee”"Indemnitor") will use its best efforts promptly. In the case of third party claims, such notice shall in any event be given within 10 days of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the any Indemnitor to respond to such of any claim or answer or otherwise plead in such action. Except shall not relieve it from any liability except to the extent that the Indemnitor is demonstrates that the defense of such action has been materially prejudiced therebyby such delay or failure to notify. In the case of third party claims, the omission Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its intention to assume the defense of such claim. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee to promptly notify or otherwise. If the Indemnitor shall not assume the defense of any such claim or action shall not relieve the Indemnitor from any liability which it may have to litigation resulting therefrom, the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced may defend AGREEMENT AND PLAN OF MERGER - 21 against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim or litigation in such manner as it may deem appropriate and make its personnelthe Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, books and records relevant to the claim available to the Indemnitor. In the event assert against the Indemnitor does not wish any rights or claims to assume which the defense, conduct or settlement Indemnitee is entitled. Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, demand if no appeal is pending from such judgment or assessmentif the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the Indemnitee will validity of such disputed claim, if there is not settle pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, demand or assessment without (e) such other evidence of final determination of a disputed claim as shall be acceptable to the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldparties.

Procedure for Indemnification. Promptly upon receipt of notice of In the event that any claim, demand or assessment or the commencement of party to this Agreement shall incur any suit, demand, action or proceeding Damages in respect of which indemnity may be sought by such party pursuant to the terms this Section 13 or any other provision of this Agreement, the party seeking indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the “Indemnitee”"Indemnitor") will use its best efforts promptly. In the case of third party claims, such notice shall in any event be given within 10 days of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the any Indemnitor to respond to such of any claim or answer or otherwise plead in such action. Except shall not relieve it from any liability except to the extent that the Indemnitor is demonstrates that the defense of such action has been materially prejudiced therebyby such delay or failure to notify. In the case of third party claims, the omission Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its intention to assume the defense of such claim. If the Indemnitor assumes the defense of the claim, the Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee to promptly notify or otherwise. If the Indemnitor shall not assume the defense of any such claim or action shall not relieve the Indemnitor from any liability which it may have to litigation resulting therefrom, the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced may defend against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim or litigation in such manner as it may deem appropriate and make its personnelthe Indemnitee may settle such claim or litigation on such terms as it may deem appropriate, books and records relevant to the claim available to the Indemnitor. In the event assert against the Indemnitor does not wish any rights or claims to assume which the defense, conduct or settlement Indemnitee is entitled. Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, demand if no appeal is pending from such judgment or assessmentif the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the Indemnitee will validity of such disputed claim, if there is not settle pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (d) a written acknowledgment of the Indemnitor that it no longer disputes the validity of such claim, demand or assessment without (e) such other evidence of final determination of a disputed claim as shall be acceptable to the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldparties.

Procedure for Indemnification. Promptly upon The procedure for indemnification shall be as follows: (a) The party or parties claiming indemnification (the "Claimant") shall give written notice to the party from which indemnification is sought (the "Indemnitor") reasonably promptly after the Claimant learns of any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless, but failure to provide prompt notice shall not be deemed to jeopardize Claimant's right to demand indemnification if Indemnitor is not materially prejudiced by the delay in receiving notice. If Indemnitor is materially prejudiced, the Claimant's right to indemnification shall be reduced according to the extent of the actual Loss or prejudice which Indemnitor can demonstrate was caused by the delay. Purchaser shall not be deemed to have notice of any claim or proceeding by reason of any knowledge acquired on or -52- 54 before the Closing Date by an Employee, independent contractor or other agent of any Lee-▇▇▇C Station or Acquired Company. (b) With respect to claims between the parties, following receipt of notice from the Claimant of any a claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor shall have 15 days to respond to such make any investigation of the claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced therebydeems necessary or desirable, or such lesser time if a 15 day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purpose of this investigation, the omission of the Indemnitee Claimant agrees to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the IndemnitorIndemnitor and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 15-day period, or lesser period if required by this Section (or any mutually agreed upon extension hereof) the Claimant may seek appropriate legal remedies. (c) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such claim. In the event that the Indemnitor shall elect not to undertake such defense, or within 15 days after notice of such claim from the Claimant shall fail to defend, the Claimant shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnitor. Anything in this Section 8.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant other than as a result of money damages or other money payments, the Claimant shall have the right, at the reasonable cost and expense of the Indemnitor, to participate in the defense, compromise or settlement of the claim, (ii) the Indemnitor shall not, without the Claimant's written consent (such consent not to be unreasonably withheld), settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all Liability in respect of such claim, and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by counsel or other representative of its own choosing and at the reasonable cost and expense of the Indemnitor, shall have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to such claim. If any disagreement arises in the handling of the claim, the Indemnitor shall have the right to make the final determination consistent with the requirements of this Section. (d) The Indemnitor and its duly appointed representatives shall have the sole right to negotiate, resolve, settle or contest any claim for Tax made by a Tax authority with respect to which the Indemnitor is bound to indemnify Claimant under Section 8.1 or Section 8.2. If the Indemnitor does not wish to assume the defense, conduct defense of a claim for the Tax made by a Tax authority with respect to which the Indemnitor is bound to indemnify a Claimant under Section 8.1 or settlement of any claim, demand or assessmentSection 8.2, the Indemnitee will Claimant may defend the same at the reasonable expense of the Indemnitor (in accordance with the provisions of Article 8) in such manner as it may deem appropriate, including, but not settle limited to, settling such claim, demand audit or assessment without proceeding with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld (e) Lee ▇▇▇ NMBC waive and release, effective as of the Closing Date, all claims against any of the Acquired Companies for any Liabilities as of the Closing not included as Acquired Companies Closing Liabilities, including any right to contribution or indemnification for any indemnity payments made by Lee ▇▇ NMBC after the Closing Date pursuant to this Agreement.

Procedure for Indemnification. Promptly upon receipt In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification may be sought hereunder by the Seller, on the one hand, or Buyer, on the other hand, the Indemnitee shall assert a claim for indemnification by notice (the "Notice") to the Indemnitor stating the nature and basis of any such claim, demand and, if known, the amount, or assessment a good faith estimate of the amount, of the liability arising therefrom. Promptly after receipt by an Indemnitee of Notice of the assertion of a claim or the commencement of any suitaction, demand, action litigation or proceeding in by any third party (a "Third-Party Claim") with respect of to a matter for which indemnity indemnification is or may be sought owing pursuant to the terms of this AgreementSection 12.2 or Section 12.3, the party seeking indemnification (the “Indemnitee”) will use its best efforts Indemnitee shall give Notice to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor and shall thereafter keep the Indemnitor informed of all other information it receives with respect thereto; provided, however, that failure of the Indemnitee to respond to give the Indemnitor prompt Notice and such claim or answer or otherwise plead in such action. Except other information as provided herein shall not relieve the Indemnitor of any of its obligations hereunder unless and then only to the extent that the Indemnitor is shall have been actually prejudiced thereby. The Indemnitee shall provide to the Indemnitor, as promptly as practicable after giving notice of such claim, information and documentation reasonably requested by the Indemnitor to support and verify the claim asserted, unless the Indemnitee has been advised by counsel that there are no reasonable grounds to assert a joint defense privilege with respect to such information and documentation. The Indemnitor shall have the right, at its option and at its own expense, to participate in or, by giving written notice to the Indemnitee within the Dispute Period, to take control of, the omission of the Indemnitee to promptly notify the Indemnitor defense, negotiations and/or settlement of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereofThird-Party Claim, with counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. After notice from ; provided, however, that the Indemnitor Indemnitee may at the sole cost and expense of the Indemnitee, at any time prior to the Indemnitor's delivery to the Indemnitee of the notice referred to in this sentence, file any motion, answer or other pleadings or take any other action that the Indemnitee reasonably believe necessary (based upon the exigencies of the Third Party Claim) to protect its election interests; provided further that if the filing of any such motion, answer or other pleading or the taking of such action prejudices the ability of the Indemnitor to assume defend, negotiate and/or settle such Third Party Claim, the Indemnitor shall be relieved of its obligations under this Article XII to the extent of the Indemnitor has been prejudiced thereby. After the Indemnitor takes control of the defense, negotiation and/or settlement of any such Third-Party Claim, the Indemnitee shall have the right to participate therein, at its own expense and with counsel of its own choosing; provided, however, that the Indemnitor shall pay for the costs and expenses of such separate counsel if, in the good faith judgment of the Indemnitee based upon the advice of counsel, representation of both the Indemnitor and the Indemnitee would be inappropriate under the relevant standards of professional conduct. The Parties shall cooperate and render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such Third-Party Claim or proceeding, which assistance shall include, without limitation, making appropriate personnel reasonably available for any discovery or trial. Notwithstanding anything to the contrary herein, if (i) the Indemnitor fails or refuses to undertake the defense of any such Third-Party Claim within the Dispute Period or disputes its liability to the Indemnitee under this Article XII with respect to such Third-Party Claim, (ii) the Indemnitor fails to diligently defend and contest such Third-Party Claim in a Commercially Reasonable Manner with counsel reasonably acceptable to the Indemnitor, or (iii) the Indemnitee irrevocably waives its right to indemnity hereunder with respect to such Third-Party Claim, then the Indemnitee shall have the right to take control of the defense, negotiation and/or settlement thereofof such Third-Party Claim at, in the case of clauses (i) and (ii) above, the Indemnitor's expense. Notwithstanding anything to the contrary herein, the Indemnitor will not or the Indemnitee, as the case may be, having undertaken to defend any Third Party Claim, including any claim with respect to Indemnified Environmental Losses, shall undertake such defense (including litigation, negotiation or the performance of any action described in Section 12.2(b)(ii) or (iii)) in a Commercially Reasonable Manner. "Commercially Reasonable Manner" shall be liable determined from the perspective of a reasonable business person acting (without regard to the Indemnitee for availability of indemnification hereunder) to avoid or mitigate a loss or liability or potential loss or liability (including, without limitation, taking into account any legal or other expenses consequently incurred by adverse effect such Third Party Claim may have on the Indemnitee in connection or any of its Affiliates that may arise other than as a result of monetary damages), and with respect to Environmental Matters, to achieve compliance (based on reasonable reliance on the defenseadvice of expert third-party consultants or counsel) with Environmental Law. Notwithstanding anything to the contrary herein, conduct or settlement thereof. The Indemnitee will cooperate with neither the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, nor the Indemnitee will not shall settle such claim, demand or assessment compromise any Third-Party Claim without the prior written consent of the Indemnitorother, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that any settlement or compromise shall include an unconditional release of the Indemnitee from all liabilities or obligations relating to the Third-Party Claim and provides only for the payment of monetary damages solely by the Indemnitor without any obligations on the part of the Indemnitee.

Procedure for Indemnification. Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification A Party (the “Indemnitee”) will use its best efforts that intends to claim indemnification under Sections 7.1 (“Client Indemnification”) or 7.2 (“Catalent Indemnification”) shall promptly notify the other party Party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suitdemand, action or other proceeding commenced against for which the Indemnitee, Indemnitee intends to claim such indemnification. The Indemnitor shall have the Indemnitor will be entitled right to participate thereinin, and to the extent it may wish the Indemnitor so desires, to assume the defensedefense thereof with counsel selected by the Indemnitor; provided, conduct or settlement thereofhowever, that the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel reasonably satisfactory to the Indemnitee. After notice from retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for and any legal or other expenses consequently incurred Party represented by the Indemnitee such counsel in connection with the defense, conduct or settlement thereofsuch proceeding. The Indemnitee will cooperate with the Indemnitor indemnity obligations under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”) shall not apply to amounts paid in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand demand, action or assessment, the Indemnitee will not settle other proceeding if such claim, demand or assessment settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheldwithheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, to the extent prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”) with respect thereto, and the omission so to deliver notice to the Indemnitor shall not relieve it of any liability that it may have to the Indemnitee otherwise than under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”). The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation and defense of any claim, demand, action or other proceeding covered by this Section 7.3 (“Procedure for Indemnification”).

Procedure for Indemnification. Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best commercially reasonable efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent that it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee; provided that the Servicer as the indemnitee shall be entitled to control the defense of any class action claim or claim of a Governmental Authority. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Procedure for Indemnification. Promptly upon receipt of The procedure for indemnification shall be as follows: (a) The Person claiming indemnification (the “Claimant”) shall give written notice to the Person from whom indemnification is sought (the “Indemnifier”) of any claim, demand whether between the parties or assessment brought by a third party, promptly after receiving notice or becoming aware thereof, and such notice shall specify in reasonable detail (i) the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time factual basis for the Indemnitor to respond to such claim or answer or otherwise plead and (ii) the amount of the claim; provided, however, that any delay by the Claimant in giving such action. Except notice shall not relieve the Indemnifier of its obligations under this Agreement except and only to the extent that the Indemnitor Indemnifier is prejudiced therebyby such delay. (b) If such notice from the Claimant pertains to a breach of a representation, warranty, covenant or agreement contained in this Agreement, or other similar demand for direct indemnification pursuant to this Agreement, then the Indemnifier shall have thirty (30) days following receipt of the Claimant’s notice to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the omission Claimant agrees to make available to the Indemnifier and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) on the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the Indemnitee claim. Otherwise, the Claimant and Indemnifier shall have such rights as may be available to promptly them under this Agreement and applicable Laws. (c) If such notice from the Claimant pertains to a claim or demand by a third party, then as soon as reasonably practicable thereafter the Indemnifier shall (i) make such investigation of the claim or demand as the Indemnifier deems necessary or desirable and (ii) notify the Indemnitor Claimant of whether or not the Indemnifier desires to defend the Claimant against such claim or demand. During such period prior to notification by the Indemnifier, the Claimant shall make such filings, including motions for continuance (and answers if a motion for continuance has not been granted), as may be necessary to preserve the parties’ positions and rights with respect to such claim or demand; provided, however, that any failure by the Claimant to do so shall not relieve the Indemnifier of its obligations under this Agreement except and only to the extent that the Indemnifier is prejudiced by such delay. (d) The Indemnifier may elect to defend the Claimant against such third party claim or demand, and then the Indemnifier shall have the sole power to direct and control such defense and settlement. The Claimant (i) shall cooperate with the Indemnifier and its counsel with respect to any such claim or action shall not relieve demand by providing the Indemnitor from any liability which it may have Indemnifier with reasonable access to the Indemnitee in connection therewith. If any claim, demand or assessment Claimant’s relevant employees and business records and (ii) shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled use its commercially reasonable efforts to participate thereinassist, and to cause the extent it may wish Claimant’s employees and counsel to assist, in the defense of such claim or demand. Upon confirmation by the Indemnifier of its desire to assume the defense, conduct defense to such claim or settlement thereof, with counsel reasonably satisfactory to demand on the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereofterms set forth above, the Indemnitor will Indemnifier shall not be liable to the Indemnitee Claimant for any reasonable legal or other fees and expenses consequently subsequently incurred by the Indemnitee Claimant, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request for cooperation or assistance by the Indemnifier; provided, however, that if, in connection with the reasonable opinion of counsel to the Claimant, there exists a conflict of interest between the Indemnifier and the Claimant, the Indemnifier shall be liable for the reasonable legal fees and expenses of separate counsel to the Claimant. If the Claimant desires to participate in, but not control, any such defense, conduct it may do so at its sole cost and expense; provided, that in any action seeking an injunction or settlement thereofdecree, the effect of which would be to limit in any respect the future activity of the Claimant, the Claimant shall be entitled to participate in the defense of such action at the Indemnifier’s expense. The Indemnitee will cooperate with the Indemnitor in connection with Claimant shall not settle, compromise, discharge or otherwise admit to any such liability for any claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, Indemnifier (which consent shall not be unreasonably withheldwithheld or delayed). The Indemnifier shall not settle, compromise, discharge or otherwise admit to any liability for any claim or demand for equitable relief on a basis that would adversely affect the future activity or conduct of the Claimant without the prior written consent of the Claimant (given or withheld in its sole discretion). (e) If the Indemnifier elects not to defend the Claimant against such third party claim or demand (or fails to promptly and reasonably prosecute such defense), the Claimant shall have the right to defend the claim or demand through appropriate proceedings and shall have the sole power to direct and control such defense at the Indemnifier’s sole cost and expense if and to the extent that such claim is subject to indemnity hereunder. The Indemnifier shall have the right, at its sole cost and expense, to participate in the defense or settlement of any third party claim for which it may be liable.

Procedure for Indemnification. Promptly upon after receipt by any Person entitled to indemnity (an "Indemnitee") under Section 4.1 or Section 4.2 hereof of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding claim, such Indemnitee shall, if a claim in respect of which indemnity may thereof is to be sought pursuant to the terms of made against an indemnitor (an "Indemnitor") under this AgreementArticle IV, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) such Indemnitor in writing thereof of the commencement thereof, but any omission or delay in sufficient time for notifying the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor it from any liability which it may have to any Indemnitee except to the Indemnitee in connection therewithextent of any actual prejudice. If In case any claim, demand or assessment such action shall be asserted or suit, action or proceeding commenced brought against the any Indemnitee, it shall notify an Indemnitor of the commencement thereof, such Indemnitor will shall be entitled to participate thereintherein and, and to the extent that it may wish shall wish, jointly with any other Indemnitor similarly notified, to assume the defense, conduct or settlement defense thereof, with counsel reasonably satisfactory to the such Indemnitee. After , and, after notice from the Indemnitor to the such Indemnitee of its election so to assume the defense, conduct, or settlement defense thereof, the such Indemnitor will shall not be liable to the such Indemnitee under this Article IV for any legal expenses of other counsel or any other expenses consequently expenses, in each case subsequently incurred by the Indemnitee such Indemnitee, in connection with the defense, conduct or settlement defense thereof. The Indemnitee will cooperate with the No Indemnitor in connection with any such claim and make its personnelshall, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnitee from all liability arising out of such action or 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 any Indemnitee. Notwithstanding the foregoing, an Indemnitee shall have the right to employ separate counsel reasonably acceptable to the Indemnitor in any such proceeding and to participate in (but not control, other than as provided in (3) below) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (1) the Indemnitor has agreed to pay such fees and expenses; (2) the Indemnitor shall have failed after notice to assume the defense of such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnitee and the Indemnitor or any of its Affiliates or controlling persons, and a conflict of interest may reasonably be expected to exist if such counsel represents such Indemnitee and the Indemnitor (or such Affiliate or controlling person) and in the case of (3), the Indemnitee shall have the right to control the Indemnitee's defense and in each of the cases, if such Indemnitee notifies the Indemnitor in writing that it elects to employ separate counsel, the reasonable fees and expenses of such counsel shall be at the expense of the Indemnitor; it being understood, however, that the Indemnitor shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such Indemnitees, which consent firm shall be designated by the Indemnitee that had the largest number of shares included in the applicable Registration Statement. An Indemnitor shall not be unreasonably withheldliable for any settlement of an action effected without its written consent.

Procedure for Indemnification. In the event that any Indemnitee shall incur or suffer any Losses in respect of which indemnification may be sought hereunder by Seller, on the one hand, or Buyer, on the other hand, the Indemnitee shall assert a claim for indemnification by written notice (the “Notice”) to the Indemnitor stating the nature and basis of such claim. Promptly upon after receipt by an Indemnitee of written notice of any claim, demand or assessment the assertion of a claim or the commencement of any suitaction, demand, action litigation or proceeding in by any third party (a “Third-Party Claim”) with respect of to any matter for which indemnity indemnification is or may be sought owing pursuant to the terms of this AgreementSection 5.2 or 5.3, the party seeking indemnification (the “Indemnitee”) will use its best efforts Indemnitee shall give Notice to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor and shall thereafter keep the Indemnitor informed of all other information it receives with respect thereto; provided, that failure of the Indemnitee to respond to give the Indemnitor prompt notice and such claim or answer or otherwise plead in such action. Except other information as provided herein shall not relieve the Indemnitor of any of its obligations hereunder unless and then only to the extent that the Indemnitor is shall have been actually prejudiced thereby, the omission of the . Buyer and Seller each agree to cooperate and will cause each Indemnitee to promptly notify cooperate with and render such assistance as may reasonably be requested in order to insure the Indemnitor proper and adequate defense of any such claim Third-Party Claim or action proceeding, which assistance shall not relieve include, without limitation, making appropriate personnel reasonably available for any discovery or trial. If the Indemnitor from fails or refuses to undertake the defense of any liability which it may have to such Third-Party Claim within thirty (30) days after delivery of the Notice, the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against have the Indemnitee, the Indemnitor will be entitled right to participate therein, and to the extent it may wish to assume take exclusive control of the defense, conduct or negotiation and/or settlement thereof, with counsel reasonably satisfactory to of such Third-Party Claim at the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereofIndemnitor’s expense. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will shall not settle such claim, demand or assessment compromise any Third-Party Claim without the prior written consent of the IndemnitorIndemnitee, which consent shall not be unreasonably withheldwithheld or delayed (it being understood and agreed that it shall not be unreasonable to withhold consent if the settlement does not provide for an unconditional release of the Indemnitee from all liabilities or obligations relating to the Third-Party Claim).

Procedure for Indemnification. Promptly upon receipt (a) If the person seeking indemnification under this Article IX (the "Indemnitee") shall claim indemnification hereunder arising from any claim or demand of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreementa third party, the Indemnitee shall promptly notify the party seeking from which indemnification is sought (the “Indemnitee”) will use its best efforts to notify the other party (the “"Indemnitor”") in writing thereof of the basis for such claim or demand, setting forth the nature of the claim or demand in sufficient time for reasonable detail, and if such claim is founded upon a written document, a copy of such writing shall accompany the notice; provided, however, that failure to give such notice will not prejudice such Indemnitee's right to indemnification from the Indemnitor, except as to any losses suffered by such Indemnitee which are attributable to such Indemnitee's failure to promptly give such notice to the Indemnitor. The Indemnitor shall have the right to respond compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand of any third party giving rise to such claim for indemnification. Such notice and said opportunity to compromise or answer or otherwise plead in such actiondefend, if applicable, shall be conditions precedent to any asserted liability under this Article IX. Except to In the extent that event the Indemnitor is prejudiced thereby, the omission of the Indemnitee undertakes to promptly notify the Indemnitor of compromise or defend any such claim or action demand, it shall not relieve the Indemnitor from any liability which it may have to promptly notify the Indemnitee in connection therewithwriting of its intention to do so. If any claim, demand The Indemnitee shall fully cooperate with the Indemnitor and its counsel in the defense or assessment shall be asserted compromise of such claim or suit, action or proceeding commenced against demand. After the Indemniteeassumption of the defense by the Indemnitor, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will shall not be liable to the Indemnitee for any legal or other expenses consequently subsequently incurred by the Indemnitee in connection with the such defense, conduct or settlement thereofother than reasonable costs of investigation, but the Indemnitee may participate in such defense at its own expense. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or No settlement of any claim, a third party claim or demand or assessment, consent to entry of a judgment defended by the Indemnitee will not settle such claim, demand or assessment shall be made without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor shall not, except with the written consent of the Indemnitee, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of an unconditional release from all liability in respect of such third party claim or demand. (b) If the Indemnitee shall claim indemnification hereunder for any claim other than a third party claim, the Indemnitee shall promptly notify the Indemnitor of the nature and amount of the claim; and unless such claim is disputed, payment therefor shall be made by the Indemnitor forthwith upon receipt of such notice. If such claim is disputed by the Indemnitor, the Indemnitor shall notify the Indemnitee of the basis for such dispute with reasonable particularity within twenty (20) business days after its receipt of notice of claim for indemnification. If the Indemnitor fails to notify the Indemnitee of such dispute within such twenty (20) business days, the Indemnitor shall automatically be deemed to have waived any right to dispute such claim if no notice for the basis of such dispute is given to the Indemnitee within fifteen (15) business days after notice from the Indemnitee to the Indemnitor of the expiration of such twenty (20) business day period. If proper notice of dispute is given by the Indemnitor and the Indemnitee disagrees therewith, then the Indemnitee may file a lawsuit to recover the amount claimed with the District Court.

Procedure for Indemnification. Promptly upon receipt of notice 7.6.1 In the case of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of for which indemnity may be indemnification is sought pursuant to the terms of this AgreementSections 7.2, 7.3 or 7.4, the party or parties seeking indemnification (the “"Indemnitee”") will use its best efforts shall promptly notify the party or parties from whom indemnification is sought (the "Indemnitor") in writing of the existence and nature of such claim, demand, action or proceeding specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible, which estimate shall not be conclusive of the final amount of such claim or demand (the "Claim Notice"). No failure or delay by the Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnitee harmless. The Indemnitor shall have ten (10) business days from the date of delivery of the Claim Notice (the "Notice Period") to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for Indemnitee whether or not the Indemnitor disputes its liability to respond the Indemnitee hereunder with respect to such claim or answer demand and, notwithstanding any such dispute, whether or otherwise plead in such action. Except not it desires, at its sole cost and expense, to the extent that the Indemnitor is prejudiced thereby, the omission of defend the Indemnitee to promptly notify the Indemnitor of against any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. demand. 7.6.2 If any such claim, demand or assessment shall be asserted or suitdemand, action or proceeding commenced against is by a third party (a "Claim"), the Indemnitee hereby agrees that it shall give the Indemnitor a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnitor at its sole cost and expense and with counsel of its own selection (who shall be approved by the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent approval shall not be unreasonably withheld) and the Indemnitor shall pay any resulting settlements, judgments or decrees. If the Indemnitor controls the defense of any such claim, allegation, suit or proceeding, the Indemnitor shall vigorously defend such claim, allegation, suit or proceeding. The Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole costs and expense so long as such participation occurs without hindering or impairing the defense of the Indemnitor. If the Claim is one that cannot by its nature be defended solely by the Indemnitor, the Indemnitee shall make available all information and assistance that the Indemnitor may reasonably request; provided, however, -------- ------- that any associated out-of-pocket expenses shall be paid by the Indemnitor. 7.6.3 With respect to the matter described as European Patent Office, Opposition, Number T-0307/99-332 on Schedule 6.1.5 to -------------- this Agreement (the "Existing Matter"), Purchaser shall control the prosecution and defense of the Existing Matter, provided that Purchaser (a) retains Sellers' existing counsel ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and Ablett & Stebbing ("Existing Counsel") in connection with such Existing Matter, (b) shall within seven (7) business days promptly submit all invoices relating to costs of defense of the Existing Matter to Sellers (in which case, Sellers shall, within thirty (30) days of receipt, remit its payment to Purchaser), and (c) provides Sellers the opportunity to participate in settlement discussions, if any, with respect to the Existing Matter. Any settlement of the Existing Matter shall be subject to Sellers' prior written consent, not to be unreasonably withheld. If Purchaser does not retain the Existing Counsel, Purchaser may control the prosecution and defense of the Existing Matter but Sellers shall only be required to pay up to $25,000 for legal costs and expenses with respect to the Existing Matter. 7.6.4 If the Indemnitor elects not to defend the Indemnitee against a claim or demand, either by written notice or by failure to respond within the Notice Period, then Indemnitee may defend such claim or demand at its sole cost and expense. If any Indemnitor desires to participate in, but not control, any such defense it may do so at its sole cost and expense. Indemnitor shall reimburse Indemnitee for its reasonable costs and expenses and the amount of any resulting judgment or settlement. 7.6.5 Prior to the termination of the Escrow Agreement, upon the determination of a Purchaser's Indemnified Person's right to indemnification under this Agreement, the Indemnitor and the Indemnitee shall execute and deliver a joint written instruction to the Escrow Agent setting forth the amount of Escrow Funds to be disbursed to the Purchaser's Indemnified Person. 7.6.6 The indemnification rights under this Section are independent of and in addition to such rights and remedies as the parties may have at law or in equity or otherwise for any misrepresentation, breach of warranty or failure to fulfill any agreement or covenant hereunder on the part of any party hereto including, without limitation, the right to seek specific performance, rescission or restitution, none of which rights or remedies shall be affected or diminished hereby.

Procedure for Indemnification. Promptly upon receipt of notice of any claimIf a party entitled to indemnification under this Agreement (an "Indemnitee") asserts that a party obligated to indemnify it under this Agreement (an "Indemnitor") has become obligated to such Indemnitee pursuant to this Agreement, demand or assessment or the commencement of if any suit, demandaction, action investigation, claim or proceeding in respect is begun, made or instituted as a result of which indemnity the Indemnitor may be sought pursuant become obligated to an Indemnitee hereunder, such Indemnitee shall promptly give written notice to the terms Indemnitor. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) 's choice and shall in writing thereof in sufficient time for any event cooperate with and assist the Indemnitor to respond the extent reasonably possible. If the Indemnitor fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced therebyproceeding, the omission of Indemnitee shall have the Indemnitee right to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claimdo so, demand or assessment shall be asserted or suitincluding, action or proceeding commenced against the Indemniteewithout limitation, the Indemnitor will be entitled right to participate therein, and to the extent it may wish to assume the defense, conduct make any compromise or settlement thereof, with counsel reasonably satisfactory and the Indemnitee shall be entitled to recover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. The parties shall in no case settle or compromise the other's Claim or consent to the Indemnitee. After notice from the Indemnitor to the Indemnitee entry of its election to assume the defensejudgment, conductin either case other than solely for money damages, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitorother party if such settlement, which consent shall not be unreasonably withheldcompromise or judgment would adversely affect the rights of the other party in any continuing manner.

Procedure for Indemnification. Promptly upon receipt of notice of In the event that any claim, demand or assessment or the commencement of party hereto shall incur any suit, demand, action or proceeding Damages in respect of which indemnity may be sought by such party pursuant to the terms this Section 12 or any other provision of this Agreement, the party seeking indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the “Indemnitee”"Indemnitor") will use its best efforts promptly; in the case of third party claims, such notice shall in any event be given within 10 days of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the any Indemnitor to respond to such of any claim or answer or otherwise plead in such action. Except shall not relieve it from any liability except to the extent that the Indemnitor demonstrates that the defense of such action is materially prejudiced therebyby such delay or failure to notify. In the case of third party claims, the omission Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its intention to assume the defense of such claim. If the Indemnitor shall assume the defense of the claim, the Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If defendants in any action include the Indemnitee and the Indemnitor, and the Indemnitee shall have been advised by its counsel that there may be legal defenses available to promptly notify the Indemnitee which are different from or in addition to those available to the Indemnitor, the Indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor shall not assume the defense of any such claim or action shall not relieve litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitor from any liability which may settle such claim or litigation on such terms as it may have to the Indemnitee in connection therewithdeem appropriate. If any claim, demand or assessment it shall be asserted or suit, action or proceeding commenced against the Indemnitee, finally determined that the Indemnitor will be entitled to participate therein, and to the extent it may wish failed to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from defense of any claim for which the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be is liable to the Indemnitee for any legal or other expenses consequently incurred by Damages, then the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to expense of defending the claim available to shall be borne by the Indemnitor. In Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the event validity of disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (c) a written termination of the dispute with respect to such claim signed by all of the parties thereto, (d) a written acknowledgement of the Indemnitor does not wish to assume that it no longer disputes the defense, conduct or settlement validity of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without (e) such other evidence of final determination of a disputed claim as shall be acceptable to the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldparties.

Procedure for Indemnification. Promptly upon receipt of Each Venturer (the "Indemnified Venturer") agrees to give the other (the "Other Venturers") prompt written notice of any claim, demand the filing or assessment or the commencement of any suitAction against a Venturer which may give rise to a request for indemnification hereunder, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the and each party seeking indemnification (the “Indemnitee”) will use its best efforts to notify cooperate with the other party (in determining the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor validity of any such claim or action assertion. Upon any request for indemnity by any Venturer pursuant to subsection 14.1 (a) hereof, the Indemnified Venturer shall select counsel with respect to the claim, loss liability which is the subject of indemnification subject to the reasonable approval of the other Venturer. The Other Venturers shall have the right to participate in or monitor the defense of any such third-party suits, claims or proceedings, (but shall not relieve have the Indemnitor from right to invade, or otherwise take any liability which it may have action to alter, modify, or destroy the Indemnitee in connection therewithattorney client relationship). If All Venturers and the Joint Venture shall cooperate with respect to any claimdefense, demand compromise or assessment shall be asserted settlement. The Indemnified Venturer will not compromise or suitsettle any such action, action suit or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the IndemnitorOther Venturers, except that in any Action, if the Indemnified Venturer advises that it wishes to accept a settlement offer, then in any subsequent litigation between the Indemnified Venturer on the one hand, and the Joint Venture or the Other Venturers on the other hand, arising out of such Action which consent the Indemnified Venturer wished to settle, the extent of the Indemnified Venturer's liability, if any, is the amount which the Indemnified Venturer was willing to accept in settlement. Additionally, the Venture shall not be unreasonably withheldindemnify the Other Venturers for all of the expenses, costs and fees incurred as a result of the Indemnified Venturer's notice hereunder or claim for indemnity, including without limitation expenses, costs, and fees incurred in participation in the selection of counsel or participation or monitoring the defense of the action.

Procedure for Indemnification. Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, conduct or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.

Procedure for Indemnification. Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant The following procedure shall apply to the terms of this Agreement, the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the “Indemnitee”"Claimant") will use its best efforts shall give written notice to notify the other party from whom indemnification is sought (the “"Indemnitor”") promptly after the Claimant learns of the claim or proceeding, provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it is actually damaged thereby. (b) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification, if the Indemnitor should acknowledge in writing thereof in sufficient time for to the Claimant that the Indemnitor shall be obligated to respond indemnify the Claimant hereunder in connection with such third-party claim or proceeding, then the Indemnitor shall have the right to select and employ counsel of its own choosing to defend against any such claim or answer proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise plead dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate in any such action. Except , and shall make available to each other any books or records useful for the extent that the Indemnitor is prejudiced thereby, the omission of the Indemnitee to promptly notify the Indemnitor defense of any such claim or action proceeding. If the Indemnitor does not notify the Claimant within fifteen (15) days after receipt of the Claimant's notice of a claim of indemnity hereunder that Indemnitor elects to undertake the defense thereof, the Claimant shall have the right to undertake, at Indemnitor's cost, risk and expense, the defense, compromise or settlement of the claim but shall not relieve thereby waive any right to indemnity therefore pursuant to this Agreement. The Claimant may elect to participate in the Indemnitor from defense of any liability which it may have to the Indemnitee such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and Subject to the extent it may wish to assume foregoing, in all cases, (i) the defense, conduct Claimant shall not settle or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with compromise any such third party claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the IndemnitorIndemnitor and (ii) the Indemnitor shall not settle or compromise any such third party claim without the prior written consent of the Claimant, in each case of (i) and (ii) which consent shall not be unreasonably withheld.

Procedure for Indemnification. Promptly upon receipt In the event that any party hereto ----------------------------- shall incur (or reasonably anticipate that it may incur in the case of notice of third party claims) any claim, demand or assessment or the commencement of any suit, demand, action or proceeding Damages in respect of which indemnity may be sought by such party pursuant to the terms this Section XI or any other provision of this Agreement, the party seeking indemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the “Indemnitee”"Indemnitor") will use its best efforts promptly; provided, however, that any delay or failure to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the any Indemnitor to respond to such of any claim or answer or otherwise plead in such action. Except shall not relieve it from any liability except to the extent that the Indemnitor demonstrates that the defense of such action is prejudiced therebyby such delay or failure to notify. No claim for indemnification shall be made by the Indemnitee unless and until the aggregate Damages for all claims for indemnification then or previously made by the Indemnitee shall have exceeded $5,000, at which time the Indemnitee shall be entitled to indemnification for all Damages, without regard to such $5,000 threshold. In the case of third party claims, the omission Indemnitor shall, within 15 days of receipt of notice of such claim, notify the Indemnitee of its intention to assume the defense of such claim. If the Indemnitor shall assume the defense of the claim, the Indemnitor shall have the right and obligation (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (ii) to take all other required steps or proceedings to settle or defend any such claims and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If defendants in any action include the Indemnitee and the Indemnitor, and the Indemnitee shall have been advised by its counsel that there may be legal defenses available to promptly notify the Indemnitee which are different from or in addition to those available to the Indemnitor, the Indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and expenses of such counsel shall be borne by the Indemnitor. If the Indemnitor shall not assume the defense of any such claim or action shall not relieve the Indemnitor from any liability which it may have to litigation resulting therefrom, the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced may defend against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnelor litigation in an appropriate manner; provided, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defensehowever, conduct or settlement of any claim, demand or assessment, that the Indemnitee will may not settle any such claim, demand claim or assessment -------- ------- litigation without the prior written consent of the Indemnitor, which consent shall may not be unreasonably withheldwithheld if the Indemnitor receives a full release as a part of such settlement. Payment of Damages shall be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (ii) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (iii) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (iv) a written acknowledgement of the Indemnitor that it no longer disputes the validity of such claim, or (v) such other evidence of final determination of a disputed claim as shall be reasonably acceptable to the parties. It is understood and agreed that the Shareholder shall have complete authority and responsibility for the conduct of the litigation described in Schedule II(I) of the Company Disclosure Schedule, that the Shareholder shall conduct such litigation at the Shareholder's sole cost and expense and that the Shareholder hereby assumes the defense of any claim asserted against the Purchaser, the Company or any of its subsidiaries in connection therewith. Any recovery in such litigation by way of damages, settlement or otherwise by the Shareholder, the Company or any of its subsidiaries shall be paid over immediately to the Shareholder and shall belong to the Shareholder.

Procedure for Indemnification. Promptly upon receipt of notice of If any claimaction, suit or proceeding shall be commenced against or any claim or demand be asserted against either LIFE or assessment a controlling person thereof, or the commencement of any suitSeller or a controlling person thereof, demandas the case may be, action or proceeding in respect of which indemnity may be sought pursuant such party against which such claim is asserted proposes to the terms of demand indemnification under this AgreementArticle XII, the such party seeking indemnification (the “"Indemnitee”") will use its best efforts to shall promptly notify the other party (the “"Indemnitor”") in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except that effect and with reasonable particularity containing a reference to the extent that provisions of this Agreement. The Indemnitor shall have the Indemnitor is prejudiced therebyright to assume the entire control of, including the omission selection of counsel, subject to the right of the Indemnitee to promptly notify participate (at its expense and with the counsel of its choice) in the defense, compromise or settlement thereof, and in connection therewith, the Indemnitee shall cooperate fully in all respects with the Indemnitor in any such defense, compromise or settlement thereof, and Indemnitee shall make available to Indemnitor all pertinent information and documents under the control of the Indemnitee. So long as the Indemnitor is defending in good faith any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced by a third party against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct Indemnitee shall not settle or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any compromise such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitor, which consent shall will not be unreasonably withheldwithheld or delayed. If the Indemnitor shall fail to defend any such action, suit, proceeding, claim or demand, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least five (5) days written notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof if Indemnitor objects to the proposed settlement) to settle such action, suit, proceeding, claim or demand and to recover from the Indemnitor the amount of such losses.

Procedure for Indemnification. Promptly upon receipt of notice of any claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant If a party entitled to the terms of indemnification under this Agreement, the party seeking indemnification Agreement (the an “Indemnitee”) will use its best efforts asserts that a party obligated to notify the other party indemnify it under this Agreement (the an “Indemnitor’”) has become obligated to such Indemnitee pursuant to this Agreement, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder, such Indemnitee shall promptly give written notice to the Indemnitor. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in writing the defense thereof by counsel of the Indemnitee’s choice and shall in sufficient time for any event cooperate with and assist the Indemnitor to respond the extent reasonably possible. If the Indemnitor fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced therebyproceeding, the omission of Indemnitee shall have the Indemnitee right to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claimdo so, demand or assessment shall be asserted or suitincluding, action or proceeding commenced against the Indemniteewithout limitation, the Indemnitor will be entitled right to participate therein, and to the extent it may wish to assume the defense, conduct make any compromise or settlement thereof, with counsel reasonably satisfactory and the Indemnitee shall be entitled to recover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. The parties shall in no case settle or compromise the other’s claim or consent to the Indemnitee. After notice from the Indemnitor to the Indemnitee entry of its election to assume the defensejudgment, conductin either case other than solely for money damages, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment without the prior written consent of the Indemnitorother party if such settlement, which consent shall not be unreasonably withheldcompromise or judgment would adversely affect the rights of the other party in any continuing manner.

Procedure for Indemnification. Promptly upon The procedure for indemnification shall be as follows: 49 (a) The party claiming indemnification (the "Claimant") shall give written notice to the party from which indemnification is sought (the "Indemnitor") promptly after the Claimant learns of any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be deemed to jeopardize Claimant?s right to demand indemnification, provided, that, Indemnitor is not prejudiced by the delay in receiving notice. (b) With respect to claims between the parties, following receipt of notice from the Claimant of any a claim, demand or assessment or the commencement of any suit, demand, action or proceeding in respect of which indemnity may be sought pursuant to the terms of this Agreement, the party seeking indemnification (the “Indemnitee”) will use its best efforts to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor shall have 15 days to respond to such make any investigation of the claim or answer or otherwise plead in such action. Except to the extent that the Indemnitor is prejudiced therebydeems necessary or desirable, or such lesser time if a 15-day period would jeopardize any rights of Claimant to oppose or protest the claim. For the purpose of this investigation, the omission of the Indemnitee Claimant agrees to promptly notify the Indemnitor of any such claim or action shall not relieve the Indemnitor from any liability which it may have to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the IndemnitorIndemnitor and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 15-day period, or lesser period if required by this Section (or any mutually agreed upon extension hereof) the Claimant may seek appropriate legal remedies. (c) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such claim, provided, that, Indemnitor acknowledges in writing to Claimant that Indemnitor would assume responsibility for and demonstrates its financial ability to satisfy the claim should the party asserting the claim prevail. In the event that the Indemnitor does shall not wish satisfy the requirements of the preceding sentence or shall elect not to assume undertake such defense, or within 15-days after notice of such claim from the Claimant shall fail to defend, the Claimant shall have the right to undertake the defense, conduct compromise or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand by counsel or assessment without other representatives of its own choosing, on behalf of and for the prior written consent account and risk of the Indemnitor. Anything in this Section 10.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Claimant, the Claimant shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the claim; (ii) the Indemnitor shall not, without the Claimant?s written consent, settle or compromise any claim or consent to entry of any judgment which consent does not include as an unconditional term thereof the giving by the plaintiff to the Claimant of a release from all liability in respect of such claim; and (iii) in the event that the Indemnitor undertakes defense of any claim consistent with this Section, the Claimant, by counsel or other representative of its own choosing and at its sole cost and expense, shall not have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to such claim. (d) If any payment is made pursuant to this Section, the Indemnitor shall be unreasonably withheldsubrogated to the extent of such payment to all of the rights of recovery of Claimant, and Claimant shall assign to Indemnitor, for its use and benefit, any and all claims, causes of actions, and demands of whatever kind and nature that Claimant may have against the person, firm, corporation or entity giving rise to the loss for which payment was made. Claimant agrees to reasonably cooperate in any efforts by Indemnitor to recover such loss from any person, firm, corporation or entity.

Procedure for Indemnification. Promptly upon receipt With respect to any third-party claims or proceedings as to which the Claimant is entitled to and seeks indemnification hereunder, the Indemnitor shall have the right, subject to the provisions of notice this Section 6.4, to employ counsel reasonably acceptable to the Claimant to defend against each such claim or proceeding, if any, or to compromise, settle, or otherwise dispose of any claimthe same if the Indemnitor deems it advisable to do so, demand all at the expense of the Indemnitor. The parties shall fully cooperate in each such action, and shall make available to each other all of their books or assessment records, if any, useful for the defense of such claim or proceeding. As a condition of tendering defense of such claim or proceeding to the commencement of any suitIndemnitor, demand, action the Claimant shall have the right to require the Indemnitor to post a bond or provide other reasonable assurance to the Claimant that the Indemnitor can and shall pay all liabilities arising from such claim or proceeding in respect the event of which indemnity may be sought pursuant an unsuccessful defense or any settlement. If the Indemnitor fails to acknowledge in writing to the terms of this Agreement, Claimant the party seeking indemnification (the “Indemnitee”) will use its best efforts Indemnitor's obligation to notify the other party (the “Indemnitor”) in writing thereof in sufficient time for the Indemnitor to respond to defend against or settle such claim or answer proceeding or otherwise plead fails to provide such bond or assurance, in each case within twenty (20) days after receiving notice thereof from the Claimant, or such shorter time specified in such actionnotice as the circumstances of the matter dictate, the Claimant shall be free to engage counsel of the Claimant's choice and defend against or settle the matter, all at the expense of the Indemnitor. Except Notwithstanding anything herein to the extent contrary, (i) the Claimant shall always be free to engage its own counsel and participate fully in the defense of any claim or proceeding being defended by the Indemnitor under the indemnification provisions hereof, it being understood that the Indemnitor is prejudiced thereby, shall bear the omission expense of such counsel in the Indemnitee to promptly notify the Indemnitor of any event that such claim or action proceeding seeks in whole or in part any nonmonetary relief, and (ii) the Indemnitor shall not relieve the Indemnitor from effect any liability which it may have settlement relating to the Indemnitee in connection therewith. If any claim, demand or assessment shall be asserted or suit, action claim or proceeding commenced against under the Indemnitee, indemnification provisions hereof that seeks in whole or in part any nonmonetary relief or that could adversely affect the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will cooperate with the Indemnitor in connection with any such claim and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee will not settle such claim, demand or assessment Claimant without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheldClaimant.

Procedure for Indemnification. Promptly upon receipt of notice of If any claimaction, demand or assessment or the commencement of any suit, demand, action suit or proceeding is commenced against, or any claim or demand be asserted against, any Indemnitee in respect of which indemnity may be sought pursuant such Indemnitee is entitled to the terms demand indemnification under Section 9.3 of this Agreement, the party seeking indemnification (the “Indemnitee”) then as a condition precedent thereto, such Indemnitee will use its best efforts to promptly notify the other party (the “Indemnitor”") 12 in writing thereof in sufficient time for the Indemnitor to respond to such claim or answer or otherwise plead in such action. Except that effect, providing reasonable detail as to the extent circumstances and subject matter thereof; provided, that such notification provided by one Indemnitee will be effective as to all Indemnitees, and provided further, that the Indemnitor is prejudiced thereby, the omission of the Indemnitee failure to so promptly notify the Indemnitor of any such claim or action shall will not relieve release the Indemnitor from any liability which it may have to any Indemnitee unless the failure to promptly notify prejudices the Indemnitor in any material respect. The Indemnitor will have the right to assume the entire control of the defense, compromise or settlement of such action, suit, proceeding or claim and including the selection of counsel, subject to the right of each Indemnitee to participate (at its expense and with counsel of such Indemnitee's choice) in the defense, compromise or settlement of such action, suit, proceeding, claim or demand, and in connection therewith. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against the Indemnitee, the Indemnitor will be entitled to participate therein, and to the extent it may wish to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct, or settlement thereof, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses consequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee Indemnitees will cooperate fully in all respects with the Indemnitor in connection with any such defense, compromise or settlement. The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the prior written consent of the Indemnitees who have made a written request to be so notified in such action, suit, proceeding, claim or demand; provided that, if a firm written offer is made to settle any such action, suit proceeding, claim or demand including a general release of all claims against the Indemnitees and make its personnel, books and records relevant to the claim available to the Indemnitor. In the event the Indemnitor does not wish proposes to assume accept such settlement and any Indemnitee refuses to consent to such settlement, then (i) the defenseIndemnitor shall be excused from, conduct and such indemnitee will be responsible for, all further defense of, and the costs and expenses thereof, of such action, suit, proceeding, claim or settlement demand, and (ii) the maximum liability of the Indemnitor with respect to such action, suit, proceeding, claim or demand will be the amount of the proposed settlement, if the amount recovered from such Indemnitee as a result of such action, suit, proceeding, claim or demand is greater than the amount of the proposed settlement. So long as the Indemnitor is defending in good faith any claimsuch action, suit, proceeding, claim or demand or assessmentasserted by a third party against the Indemnitees, the Indemnitee Indemnitees will not settle or compromise such claimaction, suit, proceeding, claim or demand or assessment without the prior written consent of the Indemnitor, which consent shall will not be unreasonably withheldwithheld or delayed. The Indemnitees will make available to the Indemnitor or its agent all records and other materials in the Indemnitees' possession reasonably required by the Indemnitor for contesting such indemnified claim or demand. If the Indemnitor fails to promptly and adequately defend any such action, suit, proceeding, claim or demand, then the Indemnitees may defend, through counsel of their own choosing, such action, suit, proceeding, claim or demand and settle such action, suit, proceeding, claim or demand and recover from the Indemnitor the amount of such Losses. If the Indemnitor disputes the Indemnitees' right to be indemnified for any Loss alleged by the Indemnitees, then within ten (10) days after receiving the Indemnitees' notice of such alleged Loss, the Indemnitor may submit such dispute to the American Arbitration Association, and such dispute will be resolved through mandatory binding arbitration before a single arbitrator (who will be a lawyer knowledgeable regarding the personal computer software industry) in [Phoenix, Arizona] under the Commercial Arbitration Rules of the American Arbitration Association then in effect.