Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party, provided, however, that Indemnifier may not assume control of the defense unless it affirms in writing its obligation to indemnify Claimant for any damages incurred by Claimant with respect to such third-party claim. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained in good faith by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Section 10.2 and Section 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, representatives and affiliated entities of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 9 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim; and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following receipt of notice from the The Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyclaim for indemnity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have defend against the right at its own expense, claim with counsel reasonably acceptable to participate in or assume control of the defense of such claimClaimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the The Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in of the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in such event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and retain to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate co-counsel if (a) in the reasonable judgment of the Claimant the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and the Claimant shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); (c) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant’s reasonable judgment, to represent the Claimant within a reasonable time after notice of the institution of such action; or (d) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party's expense; provided if requested . If the Indemnifying Party chooses to participate at Indemnifying Party's request or if defend any claim, the Claimant reasonably believes (based upon an opinion of counsel) shall make available to the Indemnifying Party any books, records or other documents within its control that a conflict of interest exists between Claimant are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select ’s counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability (and, with respect to nonmonetary termsif applicable, the Claimant's ’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not to be unreasonably withheld withheld) unless (i) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) The indemnification obligations of Buyer and Seller under this Article X shall constitute the Claimant with respect to such claimsole and exclusive remedies of Buyer and Seller for recovery of money damages after the Closing Date.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) a. The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within no later than ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant: provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification unless such failure materially adversely affects the Indemnifying Party's rights. (b) Following b. With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within said the 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyany remedy available to it at law or equity. (c) c. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Party does not assume control, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary termssuch claim: provided, that the Claimant's consent Claimant shall not settle any third party claim without first giving the Indemnifying Party ten (not to be unreasonably withheld or delayed)10) business days' prior notice of the terms of such settlement. (d) d. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every commercially reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) If e. The indemnification rights provided herein shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, representatives and successors and assigns of any third party claimClaimant although for the purpose of the procedures set forth in this Section 3.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- will be as follows: (ai) The party claiming indemnification (the "“Claimant"”) shall will promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third partyThird Party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party Third Party against Claimant, such notice shall will be given by Claimant within ten fifteen (1015) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant’s failure to give such notice timely will not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. Any consideration of or determination by Newco of whether or not to pursue claims for indemnification under Section 9.21(a) against Cargill shall be governed by and made in accordance with the applicable provisions of the Investor Rights Agreement. (bii) Following With respect to claims solely between the parties hereto, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall will have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (ciii) With respect to any claim by a third party Third Party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall will have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to subsection (iv) below), and the Claimant shall will cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any thirdThird-party Party claim, the Claimant shall will have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided ’s expense if requested to participate at Indemnifying Party's request or if (A) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is inconsistent with those available to the Indemnifying Party, then or (B) the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory fails to the Claimantdefend or prosecute such claim within a reasonable time). The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party Third-Party claim, it shall the Indemnifying Party will be bound by the results obtained by the Claimant with respect to such claim. (iv) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (A) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (B) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any Lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant. (v) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the event giving rise to such Loss, but no Claimant will have, as of the Effective Time, any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such event. (vi) After the Effective Time, the rights set forth in this Section 9.21 shall be the sole and exclusive remedies of the parties hereto against the other parties hereto for misrepresentations or breaches of covenants contained in this Agreement. Notwithstanding the foregoing, nothing herein will prevent the parties hereto from bringing an action based upon allegations of fraud in connection with this Agreement. In the event such action is brought, the prevailing party’s attorneys’ fees and costs will be paid by the nonprevailing party. (vii) If there shall be any conflicts between the provisions of this Section 9.21(c) and Section 9.24(c) (relating to tax contests), the provisions of Section 9.24(c) shall control with respect to tax contests.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt written notice to the party from whom which indemnification is claimed sought (the "Indemnifying PartyIndemnitor") promptly after the Claimant learns of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed covered by a third party against Claimant, such the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be given deemed to jeopardize Claimant's right to demand indemnification, provided, that, -------- ---- Indemnitor is not prejudiced by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantthe delay in receiving notice. (b2) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 15 days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems 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 purposes purpose of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior as to the expiration validity and amount of said 20the claim within the 15-day period, or lesser period if required by this section (or any mutually agreed upon extension thereofhereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party The Indemnitor shall have the right at to undertake, by counsel or other representatives of its own expensechoosing, to participate in or assume control of 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 shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any such claim from the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects fail to assume control of the defense of any third-party claimdefend, 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 13.2(c)(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 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 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 have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Indemnitor and the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select their respective counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it other representatives shall be bound by the results obtained by the Claimant cooperate with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming Party seeking indemnification under this Article 15 (the "Claimant") shall give -------- reasonably prompt notice to the party Party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit suit, or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) business days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30- day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party which involves only the payment of money damages by such third party and which does not concern any FCC Consent, as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at as its own expense. Prior to the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Indemnitor assuming control of the defense of any claim, the Indemnitor must furnish the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, evidence which in the Claimant's consent (not reasonable judgment, establishes that the Indemnitor is and will be able to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) satisfy such liability. If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this ARTICLE 11 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such claimthe claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. 9.2.1 The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") Indemnified Party shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") Parties of any claimclaim for indemnification ("Claim"), whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the Claim, the amount thereof, estimated in good faith, all with reasonable particularity and containing a reference to the provisions of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, this Agreement in respect of which such notice Claim shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimanthave occurred. (b) Following 9.2.2 With respect to a Claim solely between the Parties, following receipt of written notice from the Claimant Indemnified Party of a claimClaim, the Indemnifying Party shall have twenty 15 (20fifteen) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim Claim as the Indemnifying Party deems necessary or desirable. For , and the purposes of such investigation, the Claimant Indemnified Party agrees to make available to the Indemnifying Party or its authorized representative(s) the such information relied upon by the Claimant as may be reasonably necessary in order to substantiate the claimClaim. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said 20-the 15 (fifteen) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimClaim, or if the Indemnifying Party fails to notify the Indemnified Party of any dispute with respect to the validity or amount of such Claim within such 15 (fifteen) day period, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full amount of the claimClaim, subject to the terms hereof. If the Claimant Indemnified Party and the Indemnifying Party Part do not agree within said period the 15 (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (cfifteen) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderday period, the Indemnifying Party shall have immediately pay to the right at its own expense, Indemnified Party the amount of such Claim to participate in the extent the Parties agree or assume control the amount of the defense of such claimClaim is undisputed, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Indemnified Party elects to assume control of the defense of any third-party claimmay seek appropriate remedy at law or equity, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyas applicable, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory subject to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability andlimitations hereof, with respect to nonmonetary terms, the Claimant's consent (any portion of its Claim not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or paid by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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 claimhereunder.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 10.4.1 The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received was given to Claimant; provided, any delay in providing any notice required by Claimantthis Section 10.4.1 shall relieve the Indemnifying Party from liability only if, and to the extent, such delay materially and adversely impacts the rights of the Indemnifying Party. (b) Following 10.4.2 With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) 10.4.3 With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party, provided, however, that Indemnifier may not assume control of the defense unless it affirms in writing its obligation to indemnify Claimant for any damages incurred by Claimant with respect to such third-party claim. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained in good faith by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) 10.4.4 If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If 10.4.5 The indemnifications rights provided in Section 10.2 and Section 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, representatives and affiliated entities of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification If any Person shall ----------------------------- be as follows: (a) The party claiming claim indemnification (the "ClaimantIndemnified Party") hereunder for any claim, the Indemnified Party shall promptly give -------- reasonably prompt written notice to the other party from whom indemnification is claimed sought (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim nature and (ii) the amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand, the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice Indemnified Party shall be given by Claimant within ten (10) Business Days after promptly give written notice of such action, suit or proceeding is received by Claimant. (ba "Claim Notice") Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party of the basis for such claim or its authorized representative(s) demand, setting forth the information relied upon by nature of the Claimant to substantiate the claimclaim or demand in detail. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim is by a third party as to which the Claimant is entitled to indemnification hereunderthird-party, the Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand set forth in a Claim Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the Claim Notice) notify the Indemnified Party in writing of its intention to do so and shall give the Indemnified Party such security in that regard as the Indemnified Party reasonably may request. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such defense, but the Indemnified Party may participate in such defense at its own expense, to participate in . No settlement of a third party claim or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If demand defended by the Indemnifying Party elects to assume control shall be made without the written consent of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Indemnified Party, then the Claimant will such consent not to be reimbursed for reasonable expenses of counselunreasonably withheld. The Indemnifying Party will select counsel reasonably satisfactory shall not, except with written consent of the Indemnified Party, consent to the Claimant. The Indemnifying Party will not consent to an entry of a judgment or settlement without release of liability and, with respect to nonmonetary termswhich does not include as an unconditional term thereof, the Claimant's consent (not giving by the claimant or plaintiff to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with Indemnified Party of an unconditional release from all liability in respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any such third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimclaim or demand.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the 39 factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.5, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such the claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten thereof (10) Business Days after written notice of such action, suit or proceeding is received by Claimantif known and quantifiable). (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to participate in or assume control or otherwise participate in of the defense of any third third-party claim, it shall be bound by the results obtained by the Claimant with respect will not enter into any settlement of such claim which could result in indemnification liability unless the Claimant gives the Indemnifying Party prior written notice of such settlement. If the Indemnifying Party does not thereupon elect to assume the defense of such claimclaim within five business days after such notice is given, then the Claimant may enter into such settlement and such settlement will be binding upon Buyer and Sellers for purposes of determining whether any indemnification payment is required pursuant to this Article 10.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding any provision in this Agreement to the contrary, Seller shall not elect be required to assume control indemnify Buyer for any losses, liabilities or otherwise participate damages relating to or arising from (i) a chose in action of Seller relating to the Station unless Buyer promptly notifies Seller of such chose in action, and thereupon Seller shall have sole responsibility for the prosecution of such chose in action or (ii) any environmental or engineering defect or other circumstance that is described in the defense environmental survey or engineering study referred to in Sections 6.5 and 6.6 hereof, respectively, if and to the extent such defect or circumstance is not a violation of any third party claimSeller's representations, it shall be bound by the results obtained by the Claimant with respect to such claimwarranties or covenants hereunder.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 9.4.1. The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (ia) the factual basis for such claim and (iib) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit or proceeding was given to Claimant; provided that failure to give such notice within such ten-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any defense, claim, counterclaim or cross-claim of the Indemnifying Party is received by Claimantprejudiced thereby. (b) 9.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) 9.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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, and the Indemnifying Party shall be responsible and shall promptly reimburse Claimant for all associated costs, fees and expenses. 9.4.4. If a claim, whether between the parties or by a third party, requires immediate action, the parties will diligently seek to reach a decision with respect thereto as expeditiously as practicable.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) in reasonable detail, the factual basis for such claim and (ii) in good faith, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against the Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit or proceeding is was received by Claimant. The failure of the Claimant to provide such written notice within the time period specified shall not relieve the Indemnifying Party of its indemnification liability under Section 10.02 or Section 10.03, unless such failure materially prejudices the rights of the Indemnifying Party in defending against the claim or action. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), subject to clause (c) below with respect to Third Party Claims, the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderhereunder (“Third Party Claim”), the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. Claimant shall have the right to approve legal counsel selected by Indemnifying Party, which approval shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claimThird Party Claim, the Claimant shall have the right to participate in the defense of such claim with legal counsel of its own selection; provided, however, that the Claimant shall pay the fees and retain expenses of such counsel unless the named parties to any such claim include both the Claimant and the Indemnifying Party and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant informs the Indemnifying Party in writing that it elects to employ separate co-counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Claimant), it being understood that the Indemnifying Party shall not, in connection with any one claim, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Claimant. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Claimant will agree to any settlement, compromise or discharge of that Third Party Claim that the Indemnifying Party recommends and that by its terms obligates the Indemnifying Party to pay the full amount of liability in connection with that Third Party Claim, except that the Indemnifying Party may not without the Claimant's prior written consent agree to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Claimant or that does not include as an unconditional term that each claimant or plaintiff give to the Claimant a release from all liability with respect to that Third Party Claim. Whether or not the Indemnifying Party has assumed the defense of a Third Party Claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, that Third Party Claim without the Indemnifying Party's expense; provided if requested prior written consent. If the Indemnifying Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any Third Party Claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such Claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If Upon satisfaction of any Third Party Claim pursuant to this Article X, the Indemnifying Party does not elect shall be subrogated to assume control or otherwise participate in all rights and remedies of the defense of Claimant against any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claim; provided that such right of subrogation shall be limited in amount to the amount actually received by the Claimant from the Indemnifying Party with respect to such claim; and provided, further, that any claim by an Indemnifying Party against any such third party resulting from such right of subrogation shall be subordinated to any claim of the Claimant against such third party for amounts in excess of the amount actually received by the Claimant from the Indemnifying Party pursuant to this Article X. (f) The indemnification rights provided in Sections 10.02 and 10.03 shall extend to the shareholders, members, directors, officers, employees and representatives of the Claimant, although for the purpose of the procedures set forth in this Section 10.05, any indemnification claims by such parties shall be made by and through the Claimant. (g) B&M shall have the right to exercise all indemnification rights provided to LLC in Section 10.02 on behalf of and for the benefit of LLC.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days as soon as practicable after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty- day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if int he defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding anything in this Agreement to assume control the contrary, neither party shall indemnify or otherwise participate be liable to the other party for any breach of a representation or warranty, or for breach of any covenant in this Agreement except to the extent the losses, obligations, liabilities, costs and expenses of such party arising therefrom exceed in the defense aggregate Ten Thousand Dollars ($10,000). The provisions of any third the foregoing sentence shall not apply to liabilities assumed by either party claim, it shall be bound by pursuant to the results obtained by the Claimant with respect to such claimadjustments and prorations.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt written notice to the party from whom which indemnification is claimed sought (the "Indemnifying PartyIndemnitor") promptly after the Claimant learns of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed covered by a third party against Claimant, such the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be given deemed to jeopardize Claimant's right to demand indemnification, provided, that, Indemnitor is not prejudiced by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantthe -------- ---- delay in receiving notice. (b2) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 15 days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems 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 purposes purpose of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior as to the expiration validity and amount of said 20the claim within the 15-day period, or lesser period if required by this section (or any mutually agreed upon extension thereofhereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party The Indemnitor shall have the right at to undertake, by counsel or other representatives of its own expensechoosing, to participate in or assume control of 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 shall not satisfy the requirements of the preceding sentence or shall elect not to undertake such defense, or within 15 days after notice of any such claim from the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects fail to assume control of the defense of any third-party claimdefend, 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 13.2(c)(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 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 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 have the right to consult with the Indemnitor and its counsel or other representatives concerning such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if Indemnitor and the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select their respective counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it other representatives shall be bound by the results obtained by the Claimant cooperate with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim claim; and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by was given to Claimant. Claimant's failure to give the Indemnifying Party such notice shall not preclude Claimant from obtaining indemnification from the Indemnifying Party unless Claimant's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation, and then the Indemnifying Party's obligation shall be reduced to the extent of such prejudice. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant asserts it is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or at its election to assume control of the defense of such claim, and with counsel reasonably satisfactory to Claimant, subject to reimbursement for actual out-of-pocket expenses incurred by Claimant as the Claimant shall cooperate fully with result of request by the Indemnifying Party, PROVIDED, HOWEVER, that the Claimant may retain separate co-counsel at its sole cost and expense and participate in the defense of any such claim by a third party and, PROVIDED, FURTHER, that the Indemnifying Party shall conduct the defense of the third party claim actively and diligently thereafter. If the Indemnifying Party elects to assume control of the defense of any third-third party claim, the Claimant shall have Indemnifying Party may nevertheless reserve the right to participate dispute the amount of indemnification claimed or dispute Claimant's right to be indemnified with respect to all or any portion of the claim. Except with the written consent of the Claimant, Indemnifying Party shall not, in defending any claim or any litigation resulting therefrom, consent to entry of any judgment or enter into any settlement which does not release the defense Claimant from all liability in respect of such claim and retain separate co-counsel at or litigation. In the event the Claimant fails to consent to any settlement or compromise which results in damages in excess of the amount for which consent was requested, the limitation of the Indemnifying Party's expense; provided if requested obligations to participate at Indemnifying Party's request or if indemnify the Claimant reasonably believes (based upon an opinion with respect to the subject matter of counsel) that a conflict the claim shall be the amount of interest exists between the proposed settlement or compromise rejected by Claimant and the Indemnifying PartyClaimant shall be responsible for, then and shall hold harmless the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to from, all damages (including, without limitation, attorney's fees, court costs and other costs of litigation or settlement) in excess of the amount of the proposed settlement or compromise rejected by Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If In the Indemnifying Party does not elect event an indemnification amount is finally determined to assume control or otherwise participate in be due and payable to Purchaser pursuant to the defense provisions hereof prior to the time that the Promissory Note is payable, then the amount of any third party claim, it such finally determined indemnification amount shall be bound by applied against the results obtained by amount payable pursuant to the Claimant with respect Promissory Note and against the amount payable to such claimthe Selling Shareholders as the result of the Letter of Credit.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.5, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) calendar days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) calendar day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to seeks indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. Notwithstanding the election of the Indemnifying Party's expense; provided if requested Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and to participate at in the defense of such action, and the Indemnifying Party's request or Party shall bear the reasonable fees, costs and expenses of separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant reasonably believes (based upon an opinion of counsel) that would present such counsel with a conflict of interest exists between Claimant interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant will be reimbursed for reasonable expenses of counsel. The except to the extent not jeopardizing such additional defenses); (iii) the Indemnifying Party will select shall not have employed counsel reasonably satisfactory to the Claimant. The Claimant to represent the Claimant within a reasonable time after notice of the institution of such action; or (iv) the Indemnifying Party will not consent shall authorize in writing the Claimant to an entry employ separate counsel at the expense of judgment the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or settlement without release of liability andother documents within its control that are necessary or appropriate for such defense, with respect subject to nonmonetary termsattorney client privilege and confidentiality agreements. In any event, the Claimant's , the Indemnifying Party and the Indemnifying Party’s counsel (and, if applicable, the Claimant’s counsel), shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent (which shall in any event not to be unreasonably withheld withheld) unless (x) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise or settle any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) The indemnification obligations of Seller under this Article X shall constitute the Claimant sole and exclusive remedies of Buyer for recovery of money damages after the Closing Date. The indemnification obligations of Buyer under this Article X shall constitute the sole and exclusive remedies of Seller for recovery of money damages after the Closing Date, except to the extent that Seller is seeking to recover with respect to such claimany failure of Buyer to pay amounts owed to Seller pursuant to Section 2.2 hereof or any failure of Buyer to satisfy the Royalty Payment Obligations or the assumed obligations with respect to the Assigned Contracts (if any).

Procedure for Indemnification. The procedure (a) Any party entitled to make a claim for indemnification hereunder shall ----------------------------- promptly notify the indemnifying party of the claim in writing upon learning of such claim or the facts constituting such claim, describing the claim in reasonable detail, the amount thereof (if known), and the basis therefor. The indemnifying party will be as follows:relieved of its indemnification obligations hereunder only to the extent that it is prejudiced by the indemnified party’s failure to give such prompt notice. The party from whom indemnification is sought shall respond to each such claim within thirty (30) days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the expiration of the 30-day response period. (ab) If a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall have the right upon notice to the indemnified party to assume the entire control of the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified party; provided that the indemnified party may also participate in any proceeding with counsel of its choice at its expense. In such event, the indemnifying party shall have the right to settle or resolve any such claim by a third party; provided that any such settlement or resolution shall not be concluded without the prior written approval of Parent, in the event the indemnified party is a Buyer Indemnified Party, or Seller, in the event the indemnified party is a Seller Indemnified Party, unless such approval is unreasonably withheld, delayed or conditioned. (c) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Partyindemnifying party and make available to the indemnifying party all pertinent information under its control. If Without limiting the Indemnifying Party elects generality of the foregoing, the Buyer Group will, and will cause employees of the Company and the Subsidiaries to, cooperate fully with Seller in connection with any matter for which Seller is the indemnifying party. Such cooperation shall include, without limitation, (i) assisting in the collection and preparation of discovery materials, (ii) meeting with (and making employees available to assume meet with) Seller and/or its counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial and (iii) providing to Seller and/or its counsel all information under the control of the defense Company or any of any third-party claim, the Claimant shall have the right to participate in Subsidiaries that is deemed necessary by Seller and/or its counsel for the defense or prosecution of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)matter. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification An Indemnified Party shall give written notice (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party"“Claim Notice”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: Indemnification Claim (i) in the factual basis for such claim case of an Indemnification Claim against Parent, to Parent, and (ii) in the amount case of an Indemnification Claim against the claim. If Company Escrow Parties, to the claim Stockholder Representative, reasonably promptly, but in any event (A) prior to expiration of any applicable Survival Period, and (B) if such Indemnification Claim relates to the assertion against an action, suit or proceeding filed Indemnified Party of any Claim by a third party against Claimant(a “Third Party Claim”), such notice shall be given within thirty (30) days after receipt by Claimant within ten (10) Business Days after the Indemnified Party of written notice of a legal process relating to such actionThird Party Claim; provided, suit however, that the failure to so notify the Indemnifying Party within such time period shall not relieve the Indemnifying Party of any obligation or proceeding liability to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that its ability to resolve such Indemnification Claim is received by Claimantadversely affected thereby. (b) Following receipt Unless the Stockholder Representative (in the case of notice from any Indemnification Claim against the Claimant Company Escrow Parties) or Parent contests the Indemnification Claim in writing given to the Indemnified Party within 30 days after a Claim Notice is given to the Stockholder Representative and describing in reasonable detail the basis for contesting the Indemnification Claim, the Indemnified Party shall, subject to the other terms of this Article VIII, be paid the amount of Losses related to such Indemnification Claim or the uncontested portion thereof. Disputed Indemnification Claims shall be resolved either (i) in a written agreement signed by Parent and the Stockholder Representative, or (ii) by the final judgment, order, award, decision or decree of a claimcourt or other trier of fact. In connection with the defense or handling of any Third Party Claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to cooperate with the subject litigation or proceeding) to make such investigation Indemnified Party and shall, at the request of the claim as Indemnified Party, participate in the Indemnifying Party deems necessary defense or desirable. For the purposes handling of such investigation, the Claimant agrees to make available to the Indemnifying Third Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyClaim. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall Parent will have the right at in its sole discretion to conduct and control, through counsel of its own expensechoosing, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any thirdThird Party Claim and will keep the Stockholder Representative informed of the status thereof, and will promptly provide copies of all correspondence, pleadings, filings and similar documents in connection therewith (provided that Parent shall not be required to provide any such documents that would reasonably be expected to result in the loss of the Parent’s or the Surviving Corporation’s attorney-party claimclient, work product or other privilege), and the Claimant shall Stockholder Representative will be entitled to participate in (but not conduct or control) the defense of a Third Party Claim at the expense of the Company Escrow Parties; provided that the Stockholder Representative will have the right to participate in conduct and control, through counsel of its own choosing, the defense of any claim involving a demand for appraisal rights by a holder of Dissenting Shares, with the defense of such claim and retain separate co-counsel being at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if expense of the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)Company Escrow Parties. (d) If Parent may settle, adjust or compromise any Third Party Claim with or without the consent of the Stockholder Representative; provided, however, that without the prior written consent of the Stockholder Representative, which shall not be unreasonably withheld, conditioned or delayed, and shall be deemed to have been given unless the Stockholder Representative shall have objected within thirty (30) days after a claimwritten request for such consent is given to the Stockholder Representative by Parent, whether between the parties or by (i) Parent shall not settle any Third Party Claim with a third partyGovernmental Body in respect of Pre-Closing Taxes, requires immediate actionincluding any Tax audit, the parties will make every effort other than any such Third Party Claim that relates to reach a decision employment taxes (for which no consent right shall apply), and (ii) except with respect thereto as expeditiously as possible. to Third Party Claims described in the foregoing clause (ei) If of this Section 8.5(d), no settlement, adjustment or compromise of any Third Party Claim shall be determinative of the Indemnifying existence of a claim for indemnification under this Article VIII or the amount of Losses relating to such claim. In the event that the Stockholder Representative has consented to any such settlement, adjustment or compromise, neither the Stockholder Representative nor any Company Escrow Party does not elect shall have any power or authority to assume control object under any provision of this Article VIII or the Escrow Agreement to the amount of any claim by any Parent Indemnified Party against the Escrow Amount or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant for indemnity with respect to such claimsettlement, adjustment or compromise.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "ClaimantClaimant ") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) calendar days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's as its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit or proceeding was given to Claimant, or sooner if action is received required by the Indemnitor prior to the expiration of the fifteen (15) business days. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) business days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid. Notwithstanding anything herein to the contrary, neither Indemnitor nor Claimant shall settle any third party claim or litigation without providing the other party reasonable prior notice of the terms of such settlement at least five (5) business days prior to the execution of any such settlement, unless emergency circumstances dictate otherwise; provided, that Indemnitor shall not enter into any such settlement of third party claim without the Claimant's prior written approval, which approval shall not be unreasonably withheld and shall, in any event, be provided if the settlement provides a full release of liability for Claimant and does not otherwise impose any liability on Claimant.

Procedure for Indemnification. The procedure for indemnification ----------------------------- shall ----------------------------- be as follows: (a) 9.4.1. The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim claim; and (ii) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit or proceeding was given to Claimant; provided that failure to give such notice within such five-day period shall not bar or otherwise prejudice Claimant's rights to indemnification with respect to such third-party action, suit or proceeding unless any defense, claim, counterclaim or crossclaim of the Indemnifying Party is received by Claimantprejudiced thereby. (b) 9.4.2. Following receipt of notice from the Claimant of a claimclaim (other than a claim brought by a third party), the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal or equitable remedy. (c) 9.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, with counsel of its choice, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. In the event that the Indemnifying Party desires to compromise or settle any such claim, Claimant shall have the right to consent to such settlement or compromise; provided, however, that if such settlement or compromise is for money damages only to be paid by the Indemnifying Party, and retain separate co-counsel at will include a full release and discharge of Claimant, and Claimant withholds its consent to such compromise or settlement, Buyer and Seller agree that (i) the Indemnifying Party's expense; provided if requested liability shall be limited to participate at the amount of the proposed settlement or compromise, and upon payment of such amount to Claimant, the Indemnifying Party's request or if Party shall thereupon be relieved of any further liability with respect to such claim, and (ii) from and after such date of payment, Claimant will undertake all legal costs and expenses in connection with any such claims. If the Indemnifying Party fails to defend any claim within a reasonable time, Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant shall be entitled to assume the defense thereof, and the Indemnifying PartyParty shall be liable to Claimant for its expenses reasonably incurred, then the Claimant will be reimbursed for reasonable expenses including attorneys' fees and payment of counselany settlement amount or judgment. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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. 9.4.4. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, if the Indemnifying Party notifies the Claimant in writing within ten (10) days of its receipt of notice from the Claimant of the third-party claim that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party fails timely to participate at notify the Claimant in writing that the Indemnifying Party's request Party acknowledges its potential liability to the Claimant under this Agreement or if the Claimant reasonably believes (based upon an opinion Indemnifying Party does not elect to assume control or otherwise participate in the defense of counsel) that a conflict of interest exists between Claimant and any third-party claim, the Indemnifying Party, then Party shall be bound by the results obtained by the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The If an Indemnitee receives notice or otherwise learns of the assertion by a Person (including without limitation any Governmental Entity) who is not a party claiming to this Agreement or the Merger Agreement of any claim or of the commencement by any such Person of any Action (a "Third-Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will give such Indemnifying Party written notice (the "ClaimantIndemnitee Notice") shall thereof promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give -------- reasonably prompt notice as provided in this Section 5.4 will not relieve the applicable Indemnifying Party of its obligations under this Article V, except to the party from whom indemnification extent that such Indemnifying Party is claimed prejudiced by such failure to give notice. Such Indemnitee Notice will describe the Third-Party Claim in reasonable detail and will indicate the amount (the "Indemnifying Party"estimated if necessary) of any claim, whether between the parties Loss that has been or brought may be sustained by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by ClaimantIndemnitee. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available The Indemnitee will provide to the Indemnifying Party or its authorized representative(s) on request all information and documentation reasonably necessary to support and verify any Losses which the information relied upon by the Claimant Indemnitee believes give rise to substantiate the claim. If the Claimant a claim for indemnification hereunder and will give the Indemnifying Party agree at reasonable access to all books, records and personnel in the possession or prior to under the expiration control of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of Indemnitee which would have a bearing on such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim Upon receipt of the Indemnitee Notice required by a third party as to which the Claimant is entitled to indemnification hereunderSection 5.4(a), the Indemnifying Party shall have the right at its own expensewill be entitled, if it so elects, to participate in or assume take control of the defense of such claim, and the Claimant shall cooperate fully investigation with the Indemnifying Party. If the Indemnifying Party elects respect to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's cost, risk and expense; provided if requested , upon written notice to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion Indemnitee of counsel) that a conflict such election within 30 calendar days of interest exists between Claimant and receipt of the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counselIndemnitee Notice. The Indemnifying Party will select counsel reasonably satisfactory may not settle any Third-Party Claim that is the subject of indemnification without the written consent of the Indemnitee, which consent may not be unreasonably withheld; provided, however, that the Indemnifying Party may settle a claim without the Indemnitee's consent if such settlement (i) includes a complete release of the Indemnitee and (ii) does not require the Indemnitee to make any payment or take any action or otherwise materially adversely affect the ClaimantIndemnitee. The After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnifying Party will not consent be liable to an entry of judgment such Indemnitee under this Article V for any legal or settlement without release of liability andother expenses subsequently incurred by such Indemnitee in connection with the defense thereof; provided, with respect to nonmonetary termsthat, if the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If defendants in any such claim include both the Indemnifying Party does not elect to assume control and one 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.more

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party Indemnified Person claiming indemnification (the "“Claimant"”) shall within thirty (30) days of discovery of the facts or circumstances giving rise to such claim give -------- reasonably prompt written notice to the party Party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties Parties or brought by a ------------------ third party, specifying: specifying in reasonable detail, to the extent known, (i) a description of the claim, (ii) the factual basis for such the claim (including copies of all material written evidence thereof) and (iiiii) the anticipated amount of the claimLosses related thereto (“Claim Notice”). If the claim relates to an action, suit or proceeding Action filed by a third party against the Claimant, such notice Claim Notice shall be given by the Claimant to the Indemnifying Party within ten twenty (1020) Business Days days after written notice of such action, suit or proceeding is Action was received by the Claimant. The failure by the Claimant to give such Claim Notice timely shall not affect the rights of the Claimant hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such Action is materially prejudiced thereby. The Claimant shall make available to the Indemnifying Party all information and documents that the Indemnifying Party shall reasonably request and the Indemnifying Party and the Claimant shall cooperate fully in such defense subject to Section 6.4(c). (b) Following receipt of notice from With respect to claims solely between the Claimant of a claimParties, the Indemnifying Party shall have twenty thirty (2030) Business Days days following receipt of the Claim Notice (or such shorter period of time as may be required to respond to the subject litigation or proceeding“Resolution Period”) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) Representatives the information relied upon by the Claimant to substantiate the claimclaim and any other information reasonably requested by the Indemnifying Party. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period the Resolution Period (or any mutually agreed upon extension thereof) to the validity and amount of all or any portion of such claim, or the Indemnifying Party fails to give notice to the Claimant that it disputes such claim prior to the expiration of the Resolution Period (or any mutually agreed upon extension thereof), such claim shall be conclusively deemed a Loss subject to indemnification hereunder. Within five (5) Business Days of the expiration of the Resolution Period (or any mutually agreed upon extension thereof) the Indemnifying Party shall immediately pay to the Claimant the agreed amount of the claim (or if the Indemnifying Party fails to give notice to the Claimant within the Resolution Period that it disputes the claim, the full amount of such claim) by wire transfer of immediately available funds to an account or accounts designated by the claimClaimant. If the Claimant and the Indemnifying Party do not agree within said period the Resolution Period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or in equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, expense to participate in or assume control of the defense of such claim (with counsel of its choice reasonably satisfactory to the Claimant) if, within twenty (20) days after notice from the Claimant of any such claim, the Indemnifying Party provides to the Claimant written confirmation that the indemnification provisions of this Article 6 are applicable to such claim, that the Indemnifying Party will indemnify such Claimant in respect of such claim pursuant to the terms of this Article 6 (subject to the limitations set forth in this Article 6) and that the Indemnifying Party will assume the control of the defense thereof, whereupon the Claimant shall cooperate fully with the Indemnifying Party, including making available all information, documents and assistance that Indemnifying Party may reasonably request, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-third party claimclaim in accordance with the preceding sentence, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense, but the Indemnifying Party's expense; provided if requested Party shall control such defense. If the Indemnifying Party shall elect not to participate at Indemnifying Party's request or if undertake such defense in accordance with this Section 6.4(c), or, within a reasonable time after providing such notice to the Claimant, shall fail to defend such claim, the Claimant reasonably believes (based upon an opinion shall have the right to undertake the defense, compromise or settlement of counsel) that a conflict such claim, by counsel or other Representatives of interest exists between Claimant its own choosing, on behalf of and for the account and risk of the Indemnifying Party, then and the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory shall pay to the Claimant. The Indemnifying Party will not consent , in addition to an entry of judgment the other sums required to be paid hereunder, any reasonable costs and expenses incurred by the Claimant in connection with such defense, compromise or settlement without release of liability andas and when such costs and expenses are so incurred. Anything in this Section 6.4 to the contrary notwithstanding, with respect to nonmonetary termsany third party claim, (i) the Indemnifying Party shall not, without the Claimant's ’s written consent (which shall not to be unreasonably withheld or delayed), settle or compromise any such claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the third party claimant or the plaintiff to the Claimant of a release from all Liability in respect of such Losses in form and substance reasonably satisfactory to the Claimant and (ii) should the Claimant have assumed the defense, the Claimant shall not, without the Indemnifying Party’s written consent (which shall not be unreasonably withheld or delayed), settle or compromise any such claim or consent to entry of any judgment with respect thereto; and (iii) the event that the Indemnifying Party undertakes defense of any such claim, the Indemnifying Party shall have an obligation to keep the Claimant informed of the status of the defense of such claim and furnish the Claimant with all documents, instruments and information that the Claimant shall reasonably request in connection therewith. (d) If a claim, whether between the parties Parties or by a third party, requires immediate action, the parties Parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) If Notwithstanding anything herein to the contrary, the Indemnifying Party does will not elect be entitled to control the defense of a third party claim and will be obligated to indemnify the Claimant for one (1) separate counsel if: (i) a conflict on any significant issue, in the opinion of counsel of the Claimant, exists between the Claimant and the Indemnifying Party in respect of the third party claim; or (ii) the third party claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief. (f) Notwithstanding anything to the contrary contained herein, in the event of any claim where the Seller is the Indemnifying Party, then all notices to the Seller shall also be provided to the Senior Lender Representative and the Second Lien Lender Representative, and the Senior Lender Representative and the Second Lien Lender Representative shall have all the rights of the Seller under this Section 6.4 to assume control or otherwise participate in the defense of any third party claimclaim and consent to or enter into any settlement subject to and in accordance with the limitations contained in this Section 6.4. Notwithstanding anything to the contrary contained herein, in the event of any claim where Seller is the Indemnified Party, subject to Section 6.5(b), the Senior Lender Representative and the Second Lien Lender Representative shall have the right to assert a claim as if it shall be bound by were the results obtained by the Claimant with respect to such claimSeller hereunder.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days days after written notice of such action, suit, or proceeding was given to Claimant, provided that any failure to give notice of such action, suit or proceeding is received by Claimant.within such five (5) day period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced such party in the defense or resolution of any such claim. 37 (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.5, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days 15 days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within 30 days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30 day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's as its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all reasonable expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 11.4.1 The party claiming indemnification (the "ClaimantCLAIMANT") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim claim; and (ii) the amount of the claim, if ascertainable. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given promptly by Claimant within ten (10) Business Days to the Indemnifying Party after written notice of such action, suit or proceeding is received by Claimant. (b) 11.4.2 Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) 11.4.3 With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual and reasonable out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary termssuch claim. 11.4.4 In the event that the Indemnifying Party assumes control of the defense of any claim by a third party, the Claimant's Indemnifying Party shall have the right to consent (or otherwise agree to any monetary settlement, but shall not have the right to consent or otherwise agree to any non-monetary settlement or relief, including, without limitation, injunctive relief, without the prior written consent of the Claimant which shall not be unreasonably withheld or delayed). (d) 11.4.5 If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) If 11.4.6 The indemnification rights provided in Sections 11.2 and 11.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate affiliates, shareholders, directors, officers, employees and representatives of the Claimant, although, for the purpose of the procedures set forth in the defense of this Section 11.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant within ten (10) Business Days promptly after written notice of such action, suit suit, or proceeding is received by was given to the Claimant; provided, however, that any delay in giving the notice shall not impair the Claimant's rights hereunder unless such delay prejudices the Indemnifying Party's ability to defend such claim. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said such thirty day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies pursuant to Section 12.9. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense defense, compromise or settlement of such claim, and claim (including the selection of counsel reasonably satisfactory to the Claimant). The Claimant shall cooperate fully in all respects with the Indemnifying Party in any such defense, compromise or settlement, including by making available to the Indemnifying Party all pertinent information under its control, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in such defense with legal counsel of the Claimant's own selection, but the fees and expenses of such counsel shall be Claimant's fees and expenses unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense of such claim and retain separate co-claim, within ten business days after receiving notice of such claim, (iii) the employment of such counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and has been specifically authorized by the Indemnifying Party, or (iv) the named parties to any proceeding in respect of the claim (including any impleaded parties) include both the Indemnifying Party and the Claimant and the Claimant has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case, if the Claimant notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action, claim or proceeding on behalf of the Claimant, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or 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 at any time for the Claimant). If the Indemnifying Party does not (or, as provided in clause (iv) of the preceding sentence, cannot) elect to assume control or otherwise participate in the defense of any third-party claim, then the Claimant will be reimbursed for may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least five business days prior written notice of the terms of any proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the reasonable costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory to shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant. The Indemnifying Party , which consent will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed).; provided, however, that in the event such consent is unreasonably withheld and the compromise or settlement includes as an unconditional term thereof a release of the Claimant from all liability relating to such matter, then the Indemnifying Party's liability to the Claimant under this Article 11 shall be limited to the amount it would have been if Claimant had not withheld its consent (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possiblepracticable. (e) If Following the Indemnifying Party does not elect to assume control Closing, Seller shall have no right of contribution against the Company for any indemnification payment made by Seller hereunder or otherwise participate in otherwise, and Seller hereby waives any and all rights of contribution that it may have against the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimCompany.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay deliver to the Claimant certificates representing the full amount of the claim, calculated in accordance with Section 2.3(c) (as subsequently converted or adjusted into other shares pursuant to the terms of the Exchange Agreement). If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make commercially reasonable best efforts to reach a decision with respect thereto as expeditiously as possible. (e) In the event any claim for indemnification hereunder requires the payment or reimbursement for any Damages as provided under Section 10.2 or 10.3, such payment or reimbursement shall be made promptly by the indemnifying party in cash. In the event that GXS Holdings is entitled to payment or reimbursement for Damages and Celarix has assigned, sold, distributed or otherwise transferred all or any portion of the Shares representing the Purchase Price (or any other consideration into which such Shares are converted), whether or not a Seller Representative has been appointed pursuant to Section 10.7, GXS Holdings will be entitled to, at its sole option: (i) deduct from the Escrow the amount of such payment or reimbursement; (ii) deduct the amount of such payment or reimbursement from any amount due to Celarix pursuant to Section 2.5 of this Agreement; and/or (iii) if a Seller Representative has been appointed, require the Seller Representative to withhold such amount from funds received on behalf of the Celarix Transferees prior to the distribution of such funds to the Celarix Transferees. Any such deduction with respect to any Shares shall be valued in accordance with Section 2.4(c). (f) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the parent entities (direct or indirect), shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification An Indemnified Party shall give written notice (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party"“Claim Notice”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: indemnification Claim (i) in the factual basis for such claim case of an indemnification Claim against Parent, to Parent, and (ii) in the amount case of an indemnification Claim against the claim. If Securities Holders, to the claim Stockholders’ Representative, reasonably promptly, but in any event (A) prior to expiration of any applicable Survival Period, and (B) if such Indemnification Claim relates to the assertion against an action, suit or proceeding filed Indemnified Party of any Claim by a third party against Claimant(a “Third Party Action”), such notice shall be given within 30 days after receipt by Claimant within ten (10) Business Days after the Indemnified Party of written notice of a legal process relating to such actionThird Party Action; provided, suit however, that the failure to so notify the Indemnifying Party within such time period shall not relieve the Indemnifying Party of any obligation or proceeding liability to the Indemnified Party (other than in the event that such notice is received by Claimantprovided after the expiration of the applicable Survival Period), except to the extent that the Indemnifying Party demonstrates that its ability to resolve such Indemnification Claim is adversely affected thereby. (b) Following Unless the Stockholders’ Representative (in the case of any indemnification Claim against the Securities Holders) or Parent contests the indemnification Claim in writing given to the Indemnified Party within 30 days after receipt of notice from a Claim Notice and describing in reasonable detail the Claimant basis for contesting the indemnification Claim, the Indemnified Party shall, subject to the other terms of this Article IX, be paid the amount of Losses related to such indemnification Claim or the uncontested portion thereof. Disputed indemnification Claims shall be resolved either (i) in a written agreement signed by Parent and the Stockholders’ Representative, or (ii) by the final decision of a claimcourt or other trier of fact. (c) In connection with the defense or handling of any Third Party Action, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to cooperate with the subject litigation or proceeding) to make such investigation Indemnified Party and shall, at the request of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigationIndemnified Party, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense or handling of such claim and retain separate co-counsel at Third Party Action. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party's expense; provided if requested Party (which consent may not be unreasonably withheld), enter into any settlement or compromise or consent to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion entry of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counselany judgment with respect to such Third Party Action. The Indemnifying Party will select counsel shall be entitled to require that any action be made or brought against any other Person before action is brought or Claim is made against it hereunder by the Indemnified Party if such action is reasonably satisfactory likely to materially diminish the Claimant. The Indemnifying Party will not consent amount of Losses subject to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such Claim. (d) If any Indemnified Party should have a claim, whether between the parties Claim against any Indemnifying Party hereunder that does not involve a Third Party Action being asserted against or by a third party, requires immediate actionsought to be collected from such Indemnified Party, the parties will make every effort Indemnified Party shall deliver notice of such Claim with reasonable promptness to reach a decision the Indemnifying Party and shall provide the Indemnifying Party with such information with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate may reasonably request (but, at a minimum, shall provide the following: (i) the amount of such Losses (which, in the defense case of Losses not yet incurred or paid may be the Indemnified Party’s reasonable estimate of the maximum amount reasonably likely to be incurred or paid), and identifying the specific clause or clauses of this Agreement pursuant to which an Indemnified Party is entitled to indemnification, (ii) specifying in reasonable detail (based upon the information then possessed) the facts and circumstances related to the Breach and the individual items of such Losses arising out of, resulting from or in connection with such Breach). The failure to provide such notice, however, shall not release the Indemnifying Party from any third party claim, of its obligations under this Article VIII except to the extent that the Indemnifying Party demonstrates that its ability to resolve such Claim is materially and adversely prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it shall be bound by may have to the results obtained by the Claimant with respect to such claimIndemnified Party.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows:. (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-third- party claim, (the Claimant shall have the right to participate in the defense of such claim at its own expense. Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and retain to participate in the defense of such action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of separate co-counsel if (a) in the reasonable judgment of the Claimant the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest; (b) the defendants in, or targets of, any such action include both thc Indemnifying Party and the Claimant, and the Claimant shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); (c) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant's reasonable judgment, to represent the Claimant within a reasonable time after notice of the institution of such action; or (d) the Indemnifying Party shall authorize in writing the Claimant to employ separate counsel at the expense of the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. In any event, the Claimant, the Indemnifying Party and the Indemnifying Party's expense; provided counsel (and, if requested applicable, the Claimant's counsel), shall cooperate (at no material cost to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion other than the cost of Claimant's counsel) that a conflict of interest exists between Claimant and in the compromise of, or defense against, any such asserted liability. If the Indemnifying PartyParty assumes the defense of such an action, then no compromise or settlement thereof may be effected by the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (which shall in any event not to be unreasonably withheld withheld) unless (i) there is no finding or delayed)admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld. (f) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to assume control or otherwise participate the shareholders, directors, officers, employees, Affiliates and agents of the Claimant although for the purpose of the procedures set forth in the defense of this Section 10.4, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) The indemnification obligations of Licensee and Licensor under this Article X shall constitute the Claimant with respect to such claimsole and exclusive remedies of Licensee and Licensor for recovery of money damages after the Closing Date.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party party(s) from whom which indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the iCAD Parties and Qualia and/or the Principal Stockholders, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained in good faith by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "ClaimantClaim-ant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days days (or such shorter period of time as may be is required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim; provided, however, that if such claim has been brought by a third party, and the Claimant and Indemnifying Party mutually agree, the Indemnifying Party shall pay directly to such third party the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed); provided that if Claimant does not consent to settlement of a claim solely with respect to the monetary terms thereof, pursuant to which Claimant has been released without liability, Seller’s liability under this Section 11 shall be limited to the amount of the settlement or entry of judgment, plus costs (including attorney fees). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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. (f) The remedies provided herein shall be cumulative and shall not preclude the assertion by any party hereto of any other rights or the seeking of any other remedies against any other party hereto.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 10 (the "“Claimant"”) shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying Party"“Indemnitor”) of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant’s failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant’s failure has not materially prejudiced Indemnitor’s ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such claimthe claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 16 (the "“Claimant"”) shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying Party"“Indemnitor”) of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant’s failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant’s failure has materially prejudiced Indemnitor’s ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) calendar days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's as its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third-party claim, it shall be bound by the results obtained in good faith by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnifications rights provided in Section 10.2 and Section 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense partners, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- will be as follows: (ai) The party claiming indemnification (the "“Claimant"”) shall will promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third partyThird Party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party Third Party against Claimant, such notice shall will be given by Claimant within ten fifteen (1015) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant’s failure to give such notice timely will not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (bii) Following With respect to claims solely between the parties hereto, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall will have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (ciii) With respect to any claim by a third party Third Party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall will have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to subsection (iv) below), and the Claimant shall will cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any thirdThird-party Party claim, the Claimant shall will have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided ’s expense if requested to participate at Indemnifying Party's request or if (A) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is inconsistent with those available to the Indemnifying Party, then or (B) the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory fails to the Claimantdefend or prosecute such claim within a reasonable time). The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party Third-Party claim, it shall the Indemnifying Party will be bound by the results obtained by the Claimant with respect to such claim. (iv) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (A) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (B) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any Lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant. (v) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the event giving rise to such Loss, but no Claimant will have, as of the Effective Time, any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such event. (vi) After the Effective Time, the rights set forth in this Section 9.14 shall be the sole and exclusive remedies of the parties hereto against the other parties hereto for misrepresentations or breaches of covenants contained in this Agreement. Notwithstanding the foregoing, nothing herein will prevent the parties hereto from bringing an action based upon allegations of fraud in connection with this Agreement. In the event such action is brought, the prevailing party’s attorneys’ fees and costs will be paid by the nonprevailing party. (vii) If there shall be any conflicts between the provisions of this Section 9.14(c) and Section 9.15(c) (relating to tax contests), the provisions of Section 9.15(c) shall control with respect to tax contests.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely shall not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required thirty days to respond to the subject litigation or proceeding) to 41 make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to Section 10.4(c)), and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant shall have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided expense if requested to participate at Indemnifying Party's request or if (i) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which shall be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is inconsistent with those available to the Indemnifying Party, then or (ii) the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory fails vigorously to the Claimantdefend or prosecute such claim within a reasonable time). The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained by the Claimant with respect to such claim. (d) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (ii) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 7 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days business days after written notice of such the action, suit suit, or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) business days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant's failure has materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives, the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30 day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out of pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 12.4.1. The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant within ten (10) Business Days days after written notice of such action, suit or proceeding is received by was given to the Claimant; provided, however, that failure of the Claimant to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) 12.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) 12.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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. 12.4.4. No Claimant may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior 83 84 written consent of the Indemnifying Party, unless (i) the Indemnifying Party fails to assume and maintain the defense of such claim pursuant to Section 12.4.3 or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim. An Indemnifying Party may not, without the prior written consent of the Claimant, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent included an unconditional release of the Claimant from all liability arising out of such claim and does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Claimant or any of the Claimant's Affiliates. 12.4.5. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. 12.4.6. In the case of any claim for indemnification with respect to Taxes, the provisions of Section 12.4.1 through Section 12.4.5 shall not apply and, in lieu thereof, the procedures set forth in Section 7.17 shall govern.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.of

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party Party claiming indemnification (the "“Claimant"”) shall give -------- reasonably prompt written notice to the party Party from whom indemnification is claimed sought (the "Indemnifying Party"“Indemnifier”) of any claim, whether between the parties Parties or brought by a ------------------ third party, specifying: promptly after receiving notice or becoming aware thereof, and such notice shall specify in reasonable detail (i) the factual basis for such claim and (ii) the amount of the claim. If ; provided, however, that any delay by the claim relates to an action, suit or proceeding filed by a third party against Claimant, Claimant in giving such notice shall be given not relieve the Indemnifier of its obligations under this Combination Agreement except and only to the extent that the Indemnifier is materially damaged by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimantdelay. (b) Following receipt of If such notice from the Claimant pertains to a breach of a claimrepresentation, warranty, covenant or agreement contained in this Combination Agreement or other similar demand for direct indemnification pursuant to this Combination Agreement, then the Indemnifying Party Indemnifier shall have twenty thirty (2030) Business Days (or such shorter period days following receipt of time as may be required to respond to the subject litigation or proceeding) Claimant’s notice to make such investigation of the claim as the Indemnifying Party Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnifier and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnifier agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to on the validity and amount of such claim, the Indemnifying Party Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With If such notice from the Claimant pertains to a claim or demand by a third party, then the Indemnifier shall have thirty (30) days following receipt of the Claimant’s notice to (i) make such investigation of the claim or demand as the Indemnifier deems necessary or desirable and (ii) notify the Claimant of whether or not the Indemnifier desires to defend the Claimant against such claim or demand. During such thirty (30) day period, 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. (d) If Indemnifier elects to defend the Claimant against such third party claim or demand, then the Indemnifier shall have the sole power to direct and control such defense so long as the Indemnifier agrees that it will be responsible for the full payment of such claim or demand unless the Indemnifier subsequently demonstrates that the asserted claim or demand was not subject to indemnity pursuant to Section 10.2, 10.3, 10.4, 10.5, 10.6 or 10.7, as applicable. The Claimant (i) shall cooperate with the Indemnifier and its counsel with respect to any such claim or demand by a third party as providing the Indemnifier with reasonable access to which the Claimant is entitled Claimant’s relevant employees and business records and (ii) shall use its commercially reasonable efforts to indemnification hereunderassist, and to cause the Indemnifying Party shall have the right at its own expenseClaimant’s employees and counsel to assist, to participate in or assume control of the defense of such claimclaim or demand. Upon confirmation by the Indemnifier of its desire to assume the defense to such claim or demand on the terms set forth above, the Indemnifier shall not be liable to the Claimant for any legal fees and expenses subsequently incurred by the 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 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 legal fees and expenses of separate counsel to the Claimant. If the Claimant desires to participate in, but not control, any such defense, it may do so at its sole cost and expense; provided, that in any action seeking an injunction or decree, the effect of which would be to limit in any respect the future activity of the Claimant, the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects be entitled to assume control of participate in the defense of such action at the Indemnifier’s expense. The Claimant shall not settle, compromise, discharge or otherwise admit to any third-liability for any claim or demand for which it is indemnified without the prior written consent of the Indemnifier (which consent shall not be unreasonably withheld or delayed). The Indemnifier shall not settle, compromise, discharge or otherwise admit to any liability for any claim or demand on a basis that would adversely affect the future activity or conduct of the Claimant without the prior written consent of the Claimant. The Indemnifier shall notify the Claimant promptly following any determination by the Indemnifier that the tendered claim or demand is not subject to indemnification pursuant to this Section 10; provided, however, that Indemnifier agrees that up through the time of any such notification, it shall use its good faith and reasonable best efforts to protect and preserve any rights of the Claimant with respect to such claim or demand. (e) If the Indemnifier elects not to defend the Claimant against such third party claimclaim or demand, 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. The Indemnifier shall have the right, at its sole cost and expense, to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimclaim for which it may be liable, it but Indemnifier shall be bound by the results obtained by the Claimant with respect to such claimclaim or demand (including any counter-claim or third party cross-claim relating thereto).

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 9.4.1 The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (ia) the factual basis for such claim and (iib) the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given promptly by Claimant within ten (10) Business Days to the Indemnifying Party after written notice of such action, suit or proceeding is received by Claimant; provided, however, that the failure of the Claimant to give timely notice hereunder shall not relieve the Indemnifying Party of its obligations under this Article 9 unless, and only to the extent that, the Indemnifying Party has been materially prejudiced thereby. (b) Following 9.4.2 With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available provide to the Indemnifying Party or and its authorized representative(s) representatives reasonable detail concerning the information relied upon by the Claimant to substantiate the basis for such claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full recoverable amount of the claim, subject to the terms hereof (including Section 9.5). If the Claimant and the Indemnifying Party do not agree to the validity and amount of such claim within said such thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable, subject to the limitations of Section 9.5. (c) 9.4.3 With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claimclaim with one or more counsel reasonably acceptable to the Claimant, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right right, but not the obligation, to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) 45 If the Indemnifying Party does not elect to assume control of the defense of any third-party claim, or otherwise fails to timely prosecute such defense, then the Claimant may defend through counsel of its own choosing (and the Indemnifying Party shall be responsible for the reasonable fees of such counsel if and to the extent that the Indemnifying Party is required to indemnify the Claimant with respect to the underlying third-party claim), subject to the right of the Indemnifying Party to participate in the defense of thereof at any time prior to the settlement, compromise or final determination thereof with additional counsel at its sole cost and expense. No party shall compromise or settle any third party claim, it shall be bound by action or suit without the results obtained by prior written consent of the other party; provided, however, that if such compromise or settlement relates only to monetary amounts and provides for the full and unconditional release of the Claimant from all Liability in connection with respect to such claim, then the Indemnifying Party may settle such claim without the Claimant’s consent as long as the Indemnifying Party is responsible for the recoverable amount of such claim (subject to the limitations of Section 9.5) and the settlement of such claim does not contain an admission of wrongdoing on the part of the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The Claimant, as the party claiming indemnification (the "Claimant") indemnification, shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") Indemnifier of any claim, whether between the parties or brought by a ------------------ third party, specifying: within ten (10) days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnifier shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnifier agree at or prior to the expiration of said 20-thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party Indemnifier do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant either Buyer or Seller is entitled to claiming indemnification hereunder, the Indemnifying Party Indemnifier shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. If the Indemnifying Party Indemnifier elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnifier does not elect to assume control or otherwise participate in the defense of any third third-party claim, it shall be bound by the results obtained by the Claimant with respect to such claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days as soon as practicable after written notice of such action, suit suit, or proceeding was given to Claimant; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 10 except to the extent the Indemnifying Party is received materially prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty- day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a1) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit suit, or proceeding is received by was given to Claimant, provided that any failure to give notice of such action, suit, or proceeding within such ten (10) day period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced such party in the defense or resolution of any such claim. The notice of a claim may be amended on one or more occasions with respect to the amount of the claim at any time prior to final resolution of the obligation to indemnify relating to the claim. (b2) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a the claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day (30) period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day (30) period (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate legal remedyremedy at law or equity. (c3) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. The Indemnifying Party may elect to compromise or contest, at its own expense and with counsel reasonably acceptable to the Claimant, any third party claim. If the Indemnifying Party elects to compromise or contest such third party claim, it shall within thirty (30) days after receipt of the notice of the claim (or sooner, if the nature of the third party claim so requires) notify the Claimant of its intent to do so by sending a notice to the Indemnified Party (the "Contest Notice"), and the -45- Claimant shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such third party claim. If the Indemnifying Party elects not to compromise or contest the third party claim, fails to notify the Claimant of its election as herein provided or contests its obligation to indemnify under this Agreement, the Claimant (upon further notice to the Indemnifying Party) shall have the right to pay, compromise or contest such third party claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 11.3 to the contrary notwithstanding, (i) the Claimant shall have the right, at its own cost and for its own account, to compromise or contest any third party claim, and (ii) the Indemnifying Party shall not, without the Claimant's written consent, settle or compromise any third party claim or consent to entry of any judgment which does not include an unconditional term releasing the Claimant from all liability in respect of such third party claim. In any event, the Claimant and the Indemnifying Party may participate, at their own expense, in the contest of such third party claim. In addition, with respect to any claim related to Taxes, Gray and Merger Corp. shall have the right to participate in and atte▇▇ ▇ny meeting or proceeding (at Gray's and Merger Corp.'s own cost and expense) with respect thereto, ▇▇▇▇▇ be provided with copies of any written communication or information regarding any oral communication with respect thereto as soon as possible after the receipt thereof (including, but not limited to, information with respect to any proposed meeting or proceeding) and shall have the right to approve any settlement thereof if the terms of such settlement could increase, directly or indirectly, any liability for Taxes of Gray or Merger Corp. in any period following the Closing. If the Inde▇▇▇▇ying Party elects to assume control of the defense of any a third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d4) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e5) If The indemnification rights provided in Sections 11.1 and 11.2 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such the claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten thereof (10) Business Days after written notice of such action, suit or proceeding is received by Claimant.if known and quantifiable); provided, (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) Representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof. If the Claimant and the Indemnifying Party do not agree within said period thirty (30) days following receipt of notice of the claim from the Claimant (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall, at its own expense, defend any and all such claims, and shall at its own expense, pay all reasonable charges of attorneys and all other costs and other expenses incurred. If any judgment shall be rendered against the Claimant in any action associated with such a third party claim, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, expense satisfy and the discharge it. The Claimant shall cooperate fully with the Indemnifying Party. If , subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party elects to assume control of the defense of any third-party claim, the Party. The Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) provided, however, that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate shall pay the Claimant’s Expenses if, in the defense reasonable judgment of any third party claimClaimant’s counsel, it shall be bound by the results obtained by representation of both the Claimant and Indemnifying Party with respect to such claimclaim would result in a conflict of interests or legal defenses and theories are available to Claimant that are not available to the Indemnifying Party.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be 28 30 bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for In the event of a claim with respect to which a Party is entitled to indemnification shall ----------------------------- be as follows: hereunder, such Party (a) The party claiming indemnification (the "ClaimantIndemnified Party") shall give -------- reasonably prompt notice to notify the party from whom indemnification is claimed other Party (the "Indemnifying Party") in writing as soon as practicable, but in no event later than fifteen (15) days after receipt of any such claim; provided that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (by counsel of its own choosing and reasonably satisfactory to the Indemnified Party) and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, whether between including the parties or brought settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party), subject to the limitations on settlement described in subparagraphs (a) and (b) below. If a ------------------ third partyconflict of interest exists vis-a-vis the interests of the Indemnifying Party and the Indemnified Party, specifying: the Indemnified Party shall (i) be entitled to defend the factual basis claim, suit, or action or proceeding at the expense of, for such claim the account of and at the risk of the Indemnifying Party; (ii) engage counsel of its own choosing reasonably acceptable to the amount Indemnifying Party, and at the expense of, for the account of and at the risk of the claimIndemnifying Party; (iii) take reasonable steps to monitor and control the fees and costs of counsel so chosen; and (iv) keep the Indemnifying Party reasonably informed of the status of such defense, including without limitation any settlement proposals by the claimant. If the claim relates to an actionIndemnifying Party, suit or proceeding filed by within a third party against Claimant, such reasonable time after notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, fails to defend the Indemnified Party, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of, for the account and at the risk of Indemnifying Party. Upon the assumption by the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount defense of such claim, the Indemnifying Party shall immediately pay may settle or compromise such claim as it sees fit; provided, however, that anything in this Section to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.contrary notwithstanding:

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly as possible after it has actual knowledge of any claim give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any such claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. No delay in or failure to give a notice of claim by Claimant pursuant to this Section 9.3(a) will adversely affect any of the other rights or remedies that Claimant has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Claimant, except to the extent that the Indemnifying Party is received by Claimantmaterially prejudiced thereby. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay (including by causing the Escrow Agent to pay) to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 9.1(b) and 9.2(b)). If the Claimant and the Indemnifying Party do not agree within said such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable, subject to the limitations of Sections 9.1(b) and 9.2(b). Any claim for indemnity pursuant to this Article 9 with respect to which (i) the Claimant and the Indemnifying Party agree as to its validity and amount, (ii) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an appeal has expired, (iii) any settlement permitted by this Section 9.3 among the involved parties or (iv) the Indemnifying Party has not given written notice to the Claimant disputing such claim in whole or in part within thirty (30) days of receiving notice thereof, is referred to as a “Settled Claim.” (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimclaim with counsel selected by the Indemnifying Party and reasonably acceptable by Claimant; provided, that before the Indemnifying Party assumes control of such defense it must first agree in writing (in form and substance reasonably satisfactory to Claimant) to be responsible (with no reservation of any rights) for all Losses (subject to the limitations set forth in Section 9.1 and Section 9.2) relating to such Claim. The Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to participate at Indemnifying Party's request or if assume control of the defense of any third-party claim, then the Claimant may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least fifteen (15) days’ prior written notice of the terms of any proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of such defense. No party shall compromise or settle any third party claim, action or suit without the prior written consent of the Claimant; provided, however, if such compromise or settlement relates only to monetary amounts and provides for the unconditional and full release of the Claimant from all liability in connection with such claim, then the Indemnifying Party may settle such claim without the Claimant’s consent as long as the Indemnifying Party is responsible for and pays the full amount of such claim (notwithstanding any limitation set forth in Section 9.1(b) or 9.2(b)) and the settlement of such claim: (i) if Claimant is a Purchaser Indemnitee, could not reasonably believes be expected to adversely affect the Business, (based upon ii) does not relate to Taxes or any FCC License, (iii) does not involve criminal allegations and (iv) does not contain an opinion admission of counselwrongdoing on the part of the Claimant. (d) The Indemnifying Party that has assumed such defense shall: (i) conduct the defense of such claim actively and diligently and keep the Claimant informed of material developments in such claim at all stages thereof; (ii) promptly submit to the Claimant copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the Claimant and its counsel to confer with the Indemnifying Party and its counsel with respect to the conduct of the defense thereof; and (iv) permit the Claimant and its counsel a reasonable opportunity to review all legal papers to be submitted prior to their submission. (e) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such claim, if (i) there exists a conflict of interest exists between which, under applicable principles of legal ethics, would prohibit a single legal counsel from representing both the Claimant and the Indemnifying PartyParty in such action, then (ii) the claim involves relief other than monetary damages, such as any criminal, injunctive or other equitable penalty or relief that would be binding upon the Claimant, (iii) the claim for indemnification relates to or arises in connection with any criminal action or any FCC Licenses or, in the case of a Purchaser Indemnitee, could be reasonably be expected to adversely affect the Business (taking into account such Purchaser Indemnitee’s rights under Article 9), or (iv) in the event the Claimant will be reimbursed is a Purchaser Indemnitee, the aggregate amount of all pending claims under the actions for reasonable expenses of counsel. The which the Indemnifying Party will select counsel reasonably satisfactory has agreed in writing to be responsible pursuant to Section 9.3(c) exceeds the balance of the Indemnity Escrow Deposit (the absence of the circumstances described in clauses (i) through (iv) above being the “Litigation Conditions”). In addition, the Indemnifying Party shall forfeit the right to control the defense or settlement of any such claim, if, at any time after assuming the defense or settlement thereof, the Indemnifying Party does not comply with Section 9.3(d) or the Litigation Conditions are no longer satisfied. If the claim for indemnification relates to Taxes, the Indemnifying Party’s rights to control the defense of such matter shall extend only to the Claimant. The Indemnifying Party will specific issue for which indemnification is claimed (and not consent to an entry of judgment the entire return or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayedtaxable period). (df) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort use commercially reasonable efforts to reach a decision with respect thereto as expeditiously as possiblepracticable. (eg) If Subject to the Indemnifying Party does not elect limitations set forth herein and without expanding the total liability of Purchaser or Seller hereunder, the indemnification rights provided in Section 9.1 and Section 9.2 shall extend to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, agents and Affiliates of any third party claimClaimant, it although for the purpose of the procedures set forth in this Section 9.4, any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days business days after written notice of such action, suit suit, or proceeding is received was given to Claimant. Notice of claims by Claimantthe Parent or the Surviving Corporation for indemnification under Section 14.2 shall be given to the Escrow Agent as described in the Indemnification Escrow Agreement and to the Stockholders' Agent. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in this Section 14 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 14.6, any indemnification claims by such parties shall be made by and through the Claimant. (f) No party shall be entitled to indemnification under this Section 14 unless and until indemnifiable losses of such party exceed in the aggregate One Hundred Thousand Dollars ($100,000); provided, however, that if such amount exceeds $100,000, the Indemnifying Party does or Parties shall be liable to the Claimant for the entirety of the losses and not elect just that portion in excess of $100,000. This limitation shall not apply to assume control any adjustments to the Merger Consideration or otherwise participate in the defense Asset Purchase Price, any obligations of the WCCC/WBOQ Buyer to discharge Assumed Liabilities and any losses of the Parent or the Surviving Corporation as a result of any third party claimlitigation described on Schedule 5.15. For purposes of determining whether losses exceed $100,000, it the Parent and the Surviving Corporation shall be bound considered as one party. (g) The provisions of Sections 14.6(a) and 14.6(c) shall not apply to any claim asserted by the results obtained by Internal Revenue Service or any other Tax authority, which claim shall be subject to the Claimant with respect to such claimprovisions of Section 10.14.

Procedure for Indemnification. The procedure Buyer shall assert any claim or claims for indemnification shall ----------------------------- be as follows: under the provisions of Section 6.1 above by giving written notice of such claim or claims to the Shareholders' Representative within the later of (ai) The party claiming indemnification twelve (12) months after the Closing Date, or (ii) four (4) months after the close of Buyer's first audit period following the Closing Date (the "ClaimantIndemnification Period") ). Each such notice shall give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) set forth in reasonable detail the factual basis for such giving rise to the claim or claims and (ii) the amount of the claimdamages and expenses incurred by Buyer as a result of such claim or claims. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such Such notice shall be given by Claimant within ten (10) Business Days a reasonable time after written receipt of actual notice of such action, suit claim or proceeding is received by Claimant. (b) Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes incurring of such investigation, the Claimant agrees damages and expenses by Buyer. The Shareholders agree that they shall promptly reimburse and pay Buyer for such damages and expenses to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the claimwhich Buyer is entitled under this Article 6. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim for indemnification hereunder is based upon an action or claim filed or made against Buyer, Armour or Bridgewater by a third party as to which party, then the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant Shareholders shall have the right to participate in the defense negotiate a settlement or compromise of any such action or claim and retain separate co-counsel or to defend any such action or claim at the Indemnifying Party's expensesole cost and expense of, and with counsel selected by, the Shareholders; provided if requested to participate at Indemnifying Party's request or if provided, however, that neither the Claimant reasonably believes (based upon an opinion Shareholders, Armour nor Bridgewater shall, expect with the prior written consent of counsel) that a conflict of interest exists between Claimant and the Indemnifying PartyBuyer, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory consent to the Claimant. The Indemnifying Party will not consent to an entry of any judgment or enter into any settlement without or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to Buyer of a release of from all liability and, with respect to nonmonetary termsthe subject claim. With respect to all such third party claims, Buyer shall have the Claimant's consent (not right to be unreasonably withheld take any actions or delayed). (d) If a claim, whether between steps it deems reasonable to avoid the parties or by a third party, requires immediate action, occurrence of any prejudice to the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If rights of Buyer. Buyer shall have the Indemnifying Party does not elect right to assume control or otherwise participate in the defense of any such action with counsel of Buyer's choosing, subject to Shareholders' consent, which shall not be unreasonably withheld, at the Shareholders' sole cost, in the event such action (i) includes a demand for injunctive or equitable relief in respect of Buyer, Armour or Bridgewater, or (ii) is for an alleged amount of more than Fifty Thousand Dollars ($50,000). With respect to all other claims by third party claim, it shall be bound parties which may result in indemnification by the results obtained by the Claimant Shareholders hereunder, Buyer may participate with respect to such claimcounsel of its choosing at its cost.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days as soon as practicable after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties shall use their reasonable best efforts to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant; provided, however, for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding anything in this Agreement to the contrary, neither party shall indemnify or otherwise be liable to the other party for any breach of a representation or warranty, or for breach of any covenant in this Agreement except to the extent the losses, obligations, liabilities, costs and expenses of such party arising therefrom exceed in the aggregate Five Thousand Dollars ($5,000). The provisions of the foregoing sentence shall not apply to liabilities assumed by either party pursuant to the adjustments and prorations.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding was given to Claimant; provided, however, that the failure of the Claimant to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 10, except to the extent the Indemnifying Party is received actually and materially prejudiced by Claimant.such failure to give notice; (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy.remedy at law or equity or under the arbitration provisions of this Agreement, as applicable; (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if provided, however, that the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will shall not consent to an the entry of any judgment or enter into any settlement without release unless Claimant obtains the prior written consent of liability andthe Indemnifying Party (which consent shall not be unreasonably withheld). If the Indemnifying Party 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 nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed).such claim; (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible.; and (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "ClaimantCLAIMANT") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying PartyINDEMNIFYING PARTY") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such the claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten thereof (10) Business Days after written notice of such action, suit or proceeding is received by Claimantif known and quantifiable). (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) Representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof. If the Claimant and the Indemnifying Party do not agree within said period thirty (30) days following receipt of notice of the claim from the Claimant (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense; provided, however, that the Indemnifying Party shall pay the Claimant's Expenses if, in the reasonable judgment of Claimant's counsel, representation of both the Claimant and retain separate co-counsel at Indemnifying Party with respect to such claim would result in a conflict of interests or legal defenses and theories are available to Claimant that are not available to the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to participate or assume control or otherwise participate in of the defense of any third third-party claim, it shall be bound by the results obtained by the Claimant with respect will not enter into any settlement of such claim which could result in indemnification liability without the Indemnifying Party's prior written consent (which shall not be unreasonably withheld). Any such settlement will be binding upon Buyer or Seller, as the case may be, for purposes of determining whether any indemnification payment is required pursuant to such claimthis Article 9.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- will be as follows: (a) The party claiming indemnification (the "Claimant") shall will promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall will be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely will not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall will have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall will have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to Section 9.4(d)), and the Claimant shall will cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall will have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided expense if requested to participate at Indemnifying Party's request or if (i) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is inconsistent with those available to the Indemnifying Party, then or (ii) the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory fails vigorously to the Claimantdefend or prosecute such claim within a reasonable time). The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it shall the Indemnifying Party will be bound by the results obtained by the Claimant with respect to such claim. (d) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (ii) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant. (e) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the event giving rise to such Loss, but no Claimant will have any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such event. (f) After the Closing, the rights set forth in this Section 9 will be each party's sole and exclusive remedies against the other party hereto for misrepresentations or breaches of covenants contained in this Agreement. Notwithstanding the foregoing, nothing herein will prevent either of the parties from bringing an action based upon allegations of fraud or other intentional breach of an obligation of or with respect to either party in connection with this Agreement. In the event such action is brought, the prevailing party's attorneys' fees and costs will be paid by the nonprevailing party. (g) Any indemnification payable under this Section 9 will be, to the extent permitted by law, an adjustment to purchase price.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make 46 such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, partners, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-the thirty- day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification claim shall have occurred; provided, that, failure to give prompt notice shall not jeopardize the right of any Claimant to indemnification except to the extent such failure shall have actually and materially prejudiced the ability of the Indemnifying Party to defend such claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 11.1(b) and 11.2(b)). If the Claimant and the Indemnifying Party do not agree within said such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable, subject to the limitations of Sections 11.1(b) and 11.2(b). Any claim for indemnity pursuant to this Article 10 with respect to which (i) the Claimant and the Indemnifying Party agree as to its validity and amount, or (ii) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an appeal has expired is referred to as a “Settled Claim.” With respect to any Settled Claim for which Purchaser is the Claimant, the Sellers and the Purchaser shall execute and deliver to the Escrow Agent joint written instructions to pay, and shall cause the Escrow Agent to pay, to the Purchaser the amount of such Settled Claim from the Indemnification Escrow Deposit and all interest and earnings thereon to the extent of the Indemnification Escrow Deposit and all interest and earnings thereon then held by the Escrow Agent pursuant to the Indemnification Escrow Agreement. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the Claimant reasonably believes (based upon an opinion defense of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyany third-party claim, then the Claimant will be reimbursed may defend through counsel of its own choosing. No party shall compromise or settle any third party claim, action or suit without the prior written consent of the other party; provided, however, if such compromise relates only to monetary amounts and provides for reasonable expenses the unconditional and full release of counsel. The the Claimant from all liability in connection with such claim, then the Indemnifying Party will select counsel reasonably satisfactory to may settle such claim without the Claimant. The ’s consent as long as the Indemnifying Party will not consent is responsible for the full amount of such claim and the settlement of such claim does not: (w) affect the Business, (x) relate to Taxes, (y) involve criminal allegations, and (z) contain an entry admission of judgment or settlement without release wrongdoing on the part of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possiblepracticable. (e) If Subject to the Indemnifying Party does not elect limitations set forth herein and without expanding the total liability of the Purchaser or the Sellers hereunder, the indemnification rights provided in Section 11.1 and Section 11.2 shall extend to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, agents and Affiliates of any third party claimClaimant, it although for the purpose of the procedures set forth in this Section 11.4, any indemnification claims by such parties shall be bound made by and through the Claimant. (f) Without limiting Section 11.1(b)(i), the Purchaser shall have the right to set off all or any part of any Losses the Purchaser suffers against Losses of the Sellers by notifying the Sellers that the Purchaser is reducing any amounts owed by the results obtained Purchaser to the Sellers by the Claimant with respect to amount of such claimLosses.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) 12.4.1. The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days days after written notice of such action, suit or proceeding is received by was given to Claimant; provided, however, that failure of the Claimant to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) 12.4.2. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 2030-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim subject to the terms and in accordance with the procedures set forth herein. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) 12.4.3. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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. 12.4.4. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. 12.4.5. The Indemnifying Party shall be entitled to settle a claim without the consent of the Claimant if Claimant is unconditionally released and the remedy is payment of funds only.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming If any Person shall claim indemnification (the "Claimant"“Indemnified Party”) hereunder for any claim other than a third party claim, the Indemnified Party shall promptly give -------- reasonably prompt written notice to the other party from whom indemnification is claimed sought (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) nature of the factual basis for such claim in detail and (ii) the amount of the claim. If the an Indemnified Party shall claim relates to an action, suit indemnification hereunder arising from any claim or proceeding filed by demand of a third party against Claimant(a “Third-party Claim”), such notice the Indemnified Party shall be given by Claimant within ten (10) Business Days after promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such actionclaim or demand, suit setting forth the nature of the claim or proceeding is received by Claimantdemand in detail and the amount of the claim. (b) Following receipt In the event that an Indemnifying Party which receives notice of notice from the Claimant of a an indemnification claim contests its liability for such indemnification claim, such party shall send written notice to the Indemnified Party of its dispute of indemnification within 15 days thereof. If the parties are unable to resolve such dispute of indemnification within 60 days after the date of the notice of dispute, the Indemnified Party may bring an action against the Indemnifying Party shall have twenty (20) Business Days (or to enforce such shorter period of time as may be required to respond to the subject litigation or proceeding) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) the information relied upon by the Claimant to substantiate the indemnification claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the The Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand giving rise to any such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than 15 days after receipt of a Third-Party Notice) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such defense, but the Indemnified Party may participate in such defense at its own expense, to participate in or assume control . No settlement of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If a Third-Party Claim defended by the Indemnifying Party elects to assume control shall be made without the written consent of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Indemnified Party, then the Claimant will such consent not to be reimbursed for reasonable expenses of counselunreasonably withheld. The Indemnifying Party will select counsel reasonably satisfactory shall not, except with the written consent of the Indemnified Party, consent to the Claimant. The Indemnifying Party will not consent to an entry of a judgment or settlement without release of liability and, with respect to nonmonetary termsa Third-Party Claim which does not include as an unconditional term thereof, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound giving by the results obtained by claimant or plaintiff to the Claimant with Indemnified Party of an unconditional release from all liability in respect to of such claimThird-Party Claim.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit suit, or proceeding was given to Claimant. The Claimant's failure to give such notice timely shall not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is received actually prejudiced by Claimantsuch failure. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, if the Indemnifying Party notifies the Claimant in writing within ten Business Days of its receipt of notice from the Claimant of the third-party claim that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimclaim (subject to Section 10.4(d)), and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense (except that the Claimant shall have the right to participate in the defense of such claim at the Indemnifying Party's expense; provided expense if requested to participate at Indemnifying Party's request or if (i) the Claimant reasonably believes (based upon an opinion has been advised by its counsel that use of counsel) that the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest exists between interest, which shall be deemed to include any case where there may be a legal defense or claim available to the Claimant and that is different from or additional to those available to the Indemnifying Party, then or (ii) the Indemnifying Party fails vigorously to defend or prosecute such claim within a reasonable time). If the Indemnifying Party fails timely to notify the Claimant will be reimbursed for reasonable expenses of counsel. The in writing that the Indemnifying Party will select counsel reasonably satisfactory acknowledges its potential liability to the Claimant. The Indemnifying Party will not consent to an entry of judgment Claimant under this Agreement or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If if the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained by the Claimant with respect to such claim. (d) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (i) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (ii) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the - 41 - 48 factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy under the arbitration provisions of this Agreement. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.3(d), it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such the claim and (ii) the amount of thereof (if known and quantifiable); provided, 64 - 56 - however, that the claim. If the claim relates failure to an action, suit or proceeding filed by a third party against Claimant, give such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding not impair the Claimant's rights hereunder unless the Indemnifying Party is received by Claimantmaterially prejudiced thereby. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof and the terms of, and procedures set forth in, the Indemnity Agreement. If the Claimant and the Indemnifying Party do not agree within said period thirty (30) days following receipt of notice of the claim from the Claimant (or any mutually agreed upon extension thereof), the Claimant may seek an appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party; provided that notwithstanding the foregoing, if such claim is from a Franchising Authority or other Governmental Authority and Charter or Buyer are seeking indemnification against Holdings in respect of such claim, Charter and Buyer may retain control of the defense of such claim, but Holdings shall have the right, at its own expense, to participate in the defense of such claim, and Buyer and Charter shall cooperate with Holdings in defending such claim and keep Holdings informed of all material strategies and developments therein. Neither Charter nor Buyer may settle any such claim by a Franchising Authority or other Governmental Authority for which Holdings would be liable without the consent of Holdings, which shall not be unseasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to participate in or assume control or otherwise participate in of the defense of any third third-party claim, it shall be bound by the results obtained by the Claimant with respect will not enter into any settlement of such claim which could result in indemnification liability without the Indemnifying Party's prior written consent (which shall not be unreasonably withheld). Any such settlement will be binding upon Buyer and Charter or Holdings, as the case may be, for purposes of determining whether any indemnification payment is required pursuant to such claimthis Section 10.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this ARTICLE 11 (the "Claimant") shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying PartyIndemnitor") of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: reasonably specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claimclaim if then known. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant's failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor if Claimant's failure has not materially prejudiced Indemnitor's ability to defend the claim or litigation. (b) Following with respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such claimthe claim with counsel reasonably acceptable to Claimant, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for reasonable expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such a manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to such claim.the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall within thirty (30) days of discovery of the facts or circumstances giving rise to such claim give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant to the Indemnifying Party within ten twenty (1020) Business Days days after written notice of such action, suit suit, or proceeding was given to Claimant. The failure by Claimant to give such notice timely shall not affect the rights of the Claimant hereunder except to the extent that the Indemnifying Party demonstrates that the defense of such action is received by Claimantprejudiced thereby. Claimant shall make available to the Indemnifying Party all information and documents that the Indemnifying Party shall reasonably request and the Indemnifying Party and Claimant shall cooperate fully in such defense subject to subsection (c) of this Section. (b) Following receipt of notice from With respect to claims solely between the Claimant of a claimparties, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period days following receipt of time as may be required to respond to notice from the subject litigation or proceeding) Claimant of a claim to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claimclaim and any other information reasonably requested by the Indemnifying Party. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said the twenty (20-) day period (or any mutually agreed upon extension thereof) to the validity and amount of all or any portion of such claim, within five (5) Business Days the Indemnifying Party shall immediately pay to the Claimant the full amount of such agreed amount of the claimclaim by wire transfer of immediately available funds to an account or accounts designated by Claimant. If the Claimant and the Indemnifying Party do not agree within said the twenty (20) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, expense to participate in or assume control of the defense of such claimclaim (with counsel of its choice reasonably satisfactory to the Claimant) if, within twenty days after notice from the Claimant of any such claim for losses, the Indemnifying Party provides to the Claimant notice thereof, and the Claimant shall cooperate fully with the Indemnifying Party, including making available all information, documents and assistance that Indemnifying Party may reasonably request, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimclaim in accordance with the preceding sentence, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense, but the Indemnifying Party's expense; provided if requested Party shall control such defense. If the Indemnifying Party shall elect not to participate at Indemnifying Party's request or if undertake such defense in accordance with this Section 14.5(c), or, within a reasonable time after providing such notice to Claimant, shall fail to defend such claim, the Claimant reasonably believes (based upon an opinion shall have the right to undertake the defense, compromise or settlement of counsel) that a conflict such claim, by counsel or other representatives of interest exists between Claimant its own choosing, on behalf of and for the account and risk of the Indemnifying Party, then and the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory shall pay to the Claimant. The Indemnifying Party will not consent , in addition to an entry of judgment the other sums required to be paid hereunder, any reasonable costs and expenses incurred by the Claimant in connection with such defense, compromise or settlement without release of liability andas and when such costs and expenses are so incurred. Anything in this Section 14.5(c) to the contrary notwithstanding, with respect to nonmonetary termsany third party claim, (i) the Indemnifying Party shall not, without the Claimant's ’s written consent (which shall not to be unreasonably withheld or delayed), settle or compromise any such claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the third party claimant or the plaintiff to the Claimant of a release from all liability in respect of such losses in form and substance reasonably satisfactory to the Claimant, (ii) in the event that the Indemnifying Party undertakes defense of any such claim, the Indemnifying Party shall have an obligation to keep the Claimant informed of the status of the defense of such claim and furnish the Claimant with all documents, instruments and information that the Claimant shall reasonably request in connection therewith, and (iii) neither party shall dispose of, compromise or settle any claim or action in a manner that is not reasonable under the circumstances and in good faith. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party 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.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten five (105) Business Days days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy under the arbitration provisions of this Agreement. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set -41- 48 forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or her or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at her or its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at her or its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (ai) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and the claim. (ii) With respect to claims solely between the amount of the claim. If the claim relates to an actionparties, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding is received by Claimant. (b) Following following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (ciii) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, if the Indemnifying Party notifies the Claimant in writing within ten days of its receipt of notice from the Claimant of the third-party claim that the Indemnifying Party acknowledges its potential liability to the Claimant under this Agreement, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party fails timely to participate at notify the Claimant in writing that the Indemnifying Party's request Party acknowledges its potential liability to the Claimant under this Agreement or if the Claimant reasonably believes (based upon an opinion Indemnifying Party does not elect to assume control or otherwise participate in the defense of counsel) that a conflict of interest exists between Claimant and any third-party claim, the Indemnifying Party, then Party shall be bound by the results obtained by the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (div) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (ev) If For the Indemnifying Party does not elect to assume control purpose of the procedures set forth in this Section, any indemnification claim by any officer, director, employee, or otherwise participate in the defense representative of Buyer shall be made by and through Buyer, and any indemnification claim by any officer, director, employee, or representative of any third party claim, it Seller shall be bound made by the results obtained by the Claimant with respect to and through such claimSeller.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 14.2(b) and 14.3(b)) and the terms of, and procedures set forth in, the Indemnification Fund Agreement. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity, as applicable, subject to the limitations of Sections 14.2(b) and 14.3(b). (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the Claimant reasonably believes (based upon an opinion defense of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyany third-party claim, then the Claimant will be reimbursed for reasonable may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least fifteen (15) days' notice of the terms of the proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory to shall not compromise or settle any third party claim, action or suit without the prior written consent of the Claimant. The Indemnifying Party , which consent will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If Subject to the Indemnifying Party does not elect limitations set forth herein and without expanding the total liability of Post-Newsweek or Meredith hereunder, the indemnification rights provided in Section 14.2 and Section 14.3 shall extend to assume control or otherwise participate in the defense shareholders, officers, directors, employees, agents and Affiliates of any third party claimClaimant although for the purpose of the procedures set forth in this Section 14.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days as soon as practicable after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if int he defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding anything in this Agreement to assume control the contrary, neither party shall indemnify or otherwise participate be liable to the other party for any breach of a representation or warranty, or for breach of any covenant in this Agreement except to the extent the losses, obligations, liabilities, costs and expenses of such party arising therefrom exceed in the defense aggregate Ten Thousand Dollars ($10,000). The provisions of any third the foregoing sentence shall not apply to liabilities assumed by either party claim, it shall be bound by pursuant to the results obtained by the Claimant with respect to such claimadjustments and prorations.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the - 27 - 34 claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant. (f) Notwithstanding any provision in this Agreement to the contrary, Seller shall not elect be required to assume control indemnify Buyer for any losses, liabilities or otherwise participate damages relating to or arising from (i) a chose in action of Seller relating to the Station unless Buyer promptly notifies Seller of such chose in action, and thereupon Seller shall have sole responsibility for the prosecution of such chose in action or (ii) any environmental or engineering defect or other circumstance that is described in the defense environmental survey or engineering study referred to in Sections 6.6 and 6.7 hereof, respectively, if and to the extent such defect or circumstance is not a violation of any third party claimSeller's representations, it shall be bound by the results obtained by the Claimant with respect to such claimwarranties or covenants hereunder.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, members and 35 representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt written notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within no later than ten (10) Business Days business days after written notice of such action, suit suit, or proceeding is received was given to Claimant provided that the failure to timely give notice shall not extinguish the Claimant's right to indemnification except to the extent the Indemnifying Party shall have been actually prejudiced by Claimantsuch failure, except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified Party failed to give such notice. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree in writing at or prior to the expiration of said 20-the thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimclaim or such amount as agreed to by the parties. If the Claimant and the Indemnifying Party do not agree within said the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek such dispute shall be resolved by litigation in an appropriate legal remedycourt of competent jurisdiction. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at the Indemnifying Party's its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to 12 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. Whether or not the Indemnifying Party shall have assumed the defense of a claim by a third party, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a third party claim, the Claimant shall agree to any settlement, compromise or discharge of a third party claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such third party claim, which releases the Indemnifying Party completely in connection with such third party claim and imposes no nonmonetary obligation on the indemnified party. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every reasonable effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided herein shall extend to the shareholders, directors, officers, employees, representatives and successors and assigns of any Claimant although for the purpose of the procedures set forth in this Section 4.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedure for Indemnification. The procedure for seeking indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying the factual basis for such claim and (ii) if known, the estimated amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) five Business Days after written notice of such action, suit or proceeding is received by was given to Claimant. Such notice shall not affect any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that failure to give such notice materially prejudices the rights of the Indemnifying Party with respect to such actions or proceedings. (b) Following receipt of notice from the Claimant of a claimclaim for indemnification, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) 30 days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to shall make available to the Indemnifying Party or and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said such 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claimclaim with counsel reasonably acceptable to the Claimant, and the Claimant shall reasonably cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as a result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnifying Party shall be deemed to have conceded that it is responsible to indemnify the Claimant for Losses relating to such claim (subject to the limitations in Section 12.6). Notwithstanding the election of the Indemnifying Party to assume the defense of such action, the Claimant shall have the right to employ separate counsel and to participate in the defense of such claim and retain separate co-counsel action at its own expense, except that the Indemnifying Party's expense; provided if requested Party shall bear the reasonable fees, costs and expenses of separate counsel if: (i) the use of counsel chosen by the Indemnifying Party to participate at Indemnifying Party's request or if represent the Claimant reasonably believes (based upon an opinion of counsel) that would present such counsel with a conflict of interest exists between interest; (ii) the defendants in, or targets of, any such action include both the Indemnifying Party and the Claimant, and there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Claimant); or (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Claimant, in the exercise of the Claimant’s reasonable judgment, to represent the Claimant within 15 Business Days after notice of the institution of such action. If the Indemnifying Party elects to defend any claim, the Claimant shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense, subject to attorney client privilege and confidentiality agreements. The Claimant, the Indemnifying Party and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select ’s counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability (and, with respect to nonmonetary termsif applicable, the Claimant's ’s counsel) shall cooperate (at no material cost to the Claimant other than the cost of Claimant’s counsel) in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party assumes the defense of such an action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Claimant’s consent unless (x) there is no finding or admission of any violation of the rights of any person by the Claimant and no effect on any other claims that may be made against the Claimant and (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not, and shall not be entitled to, defend, contest or otherwise protect the Claimant for any third-party claim to be unreasonably withheld the extent that such third party claim (1) seeks (or delayed)threatens to seek) an injunction or other equitable relief, (2) relates to any criminal proceeding or involves claims by any Governmental Authority or (3) seeks an amount in excess of the Cap. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The Claimant may not compromise any such claim without the prior written consent of the Indemnifying Party does Party, which consent may not elect be unreasonably withheld, conditioned or delayed. (f) The indemnification rights provided in Sections 12.2 and 12.3 shall extend to assume control or otherwise participate the stockholders, directors, trustees, managers, members, limited partners, general partners, officers, employees, Affiliates and agents of the Claimant, although for the purpose of the procedures set forth in the defense of this Section 12.5, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by Claimant. (g) This Article XII shall constitute the Claimant sole and exclusive remedy of Buyer for recovery of money damages after the Closing Date with respect to any breach by WCP, WCM, Sellers or the Individual Equityholders of any representations, warranties, covenants or agreements set forth in this Agreement or in any certificate delivered pursuant to this Agreement, other than for (i) claims under Article II, (ii) actions for specific performance or other equitable remedies and (iii) Losses resulting from fraud. (h) On March 15, 2022, Buyer and Sellers shall instruct the Escrow Agent to release to Sellers, by wire transfer of immediately available funds in accordance with their respective Purchase Consideration Percentages and to the accounts set forth on Schedule 2.3, an amount equal to the greater of (i) zero dollars and (ii) the difference between (A) the amount then held in the Indemnity Escrow Account, and (B) the sum of 7.5% of the Base Purchase Consideration and the aggregate amount of Losses claimed by Buyer pursuant to claims made and not fully resolved prior to such claimdate. (i) On the date that is 18 months after the Closing Date, Buyer and Sellers shall instruct the Escrow Agent to release any remaining funds in the Indemnity Escrow Account (other than the aggregate amount of Losses claimed by Buyer pursuant to claims made and not fully resolved prior to such date) to Sellers, in accordance with their respective Purchase Consideration Percentages. Following such date, Buyer and Sellers shall instruct the Escrow Agent to release any funds remaining in the Indemnity Escrow Account pursuant to claims made and not fully resolved prior to such date to Sellers, in accordance with their respective Purchase Consideration Percentages, promptly following the date on which all such pending claims have been fully and finally resolved.

Procedure for Indemnification. The procedure for indemnification pursuant to this Article 10 shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the claim, the amount thereof, estimated in good faith, and the method of computation of such claim, all with reasonable particularity and containing a reference to the claimprovisions of this Agreement in respect of which such indemnification claim shall have occurred. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) five Business Days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20such thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms hereof (including Sections 10.2(b) and 10.3(b)). If the Claimant and the Indemnifying Party do not agree within said such thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedies at law or equity, as applicable, subject to the limitations of Sections 10.2(b) and 10.3(b). Any claim for indemnity pursuant to this Article 10 with respect to which (i) the Claimant and the Indemnifying Party agree as to its validity and amount, (2) a final judgment, order or award of a court of competent jurisdiction deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an appeal has expired or (3) the Indemnifying Party has not given written notice to the Claimant disputing such claim in whole or in part within thirty days of receiving notice thereof, is referred to as a "Settled Claim." (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the Claimant reasonably believes (based upon an opinion defense of counsel) that a conflict of interest exists between Claimant and the Indemnifying Partyany third-party claim, then the Claimant will be reimbursed for reasonable may defend through counsel of its own choosing and (so long as it gives the Indemnifying Party at least fifteen (15) days' prior written notice of the terms of any proposed settlement thereof and permits the Indemnifying Party to then undertake the defense thereof) settle such claim, action or suit, and to recover from the Indemnifying Party the amount of such settlement or of any judgment and the costs and expenses of counselsuch defense. The Indemnifying Party will select counsel reasonably satisfactory may compromise or settle any third party claim, action or suit subject to indemnification hereunder in its sole discretion if (i) the terms of such compromise or settlement do not impose any non-monetary obligations on the Claimant and (ii) any monetary obligations in respect of such compromise or settlement are paid by the Indemnifying Party. Without limiting the foregoing, the Indemnifying Party may compromise or settle any such third party claim, action or suit with the prior written consent of the Claimant. The Indemnifying Party will , which consent shall not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possiblepracticable. (e) If Subject to the Indemnifying Party does not elect limitations set forth herein and without expanding the total liability of AWS, AWS PCS and Cingular, on the one hand, and Triton and Triton PCS, on the other hand, hereunder, the indemnification rights provided in Section 10.2 and Section 10.3 shall extend to assume control or otherwise participate in the defense members, partners, shareholders, officers, directors, employees, agents and controlled Affiliates of any third party claimClaimant, it although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "“Claimant"”) shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days five days after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, members, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.5, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a ------------------ third party, specifying: (i) specifying in reasonable detail the factual basis for such claim and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten (10) Business Days as soon as practicable after written notice of such action, suit suit, or proceeding is received by was given to Claimant. (b) Following With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have twenty (20) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyremedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderunder this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if int he defense of any third party claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate in the defense shareholders, directors, officers, employees, and representatives of any third party claimClaimant although for the purpose of the procedures set forth in this Section 10.4, it any indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give -------- reasonably prompt notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claimClaim, whether between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim Claim, and (ii) the amount of the claimClaim. If the claim Claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten thirty (1030) Business Days days after written notice of such action, suit or proceeding is received by was given to Claimant. (b) Following receipt of notice from the Claimant of a claimClaim, the Indemnifying Party shall have twenty sixty (2060) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such investigation of the claim Claim, as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party or and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claimClaim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said 20-sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimClaim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claimClaim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim Claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimClaim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimClaim, the Claimant shall have the right to participate in the defense of such claim and retain separate co-counsel Claim at its own expense. If the Indemnifying Party's expense; provided if requested Party does not elect to assume control or otherwise participate at Indemnifying Party's request or if in the defense of any third party Claim, it shall be bound by the results obtained by the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed)such Claim. (d) If a claimClaim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If The indemnification rights provided in this Section 9 shall extend to the Indemnifying Party does not elect to assume control or otherwise participate affiliates, shareholders, directors, officers, employees and representatives of the Claimant although for the purpose of the procedures set forth in the defense of this Section, any third party claim, it indemnification claims by such parties shall be bound made by and through the results obtained by the Claimant with respect to such claimClaimant.

Procedure for Indemnification. The procedure for indemnification shall ----------------------------- be as follows: (a) The party claiming seeking indemnification under this Article 15 (the "“Claimant"”) shall give -------- reasonably prompt notice to the party from whom indemnification is claimed sought (the "Indemnifying Party"“Indemnitor”) of any claim, whether solely between the parties or brought by a ------------------ third party, specifying: specifying (i) the factual basis for such claim the claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within ten fifteen (1015) Business Days after written notice of such the action, suit or proceeding is received was given to Claimant. In all other circumstances, notice shall be given by Claimant within thirty (30) days after Claimant becomes, or should have become, aware of the facts giving rise to the claim. Notwithstanding the foregoing, Claimant’s failure to give Indemnitor timely notice shall not preclude Claimant from seeking indemnification from Indemnitor except to the extent that Claimant’s failure has materially prejudiced Indemnitor’s ability to defend the claim or litigation. (b) Following With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party Indemnitor shall have twenty thirty (2030) Business Days (or such shorter period of time as may be required to respond to the subject litigation or proceeding) days to make such any investigation of the claim as that the Indemnifying Party Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifying Party or Indemnitor and/or its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party Indemnitor cannot agree at or prior to the expiration of said 20-day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifying Party shall immediately pay to claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said 30-day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party Indemnitor shall have the right at its own expense, expense to participate in or assume control of the defense of such the claim, and the Claimant shall cooperate fully with the Indemnifying PartyIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnitor. If the Indemnifying Party Indemnitor elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such the claim and retain separate co-counsel at the Indemnifying Party's as its own expense; provided if requested to participate at Indemnifying Party's request or if the Claimant reasonably believes (based upon an opinion of counsel) that a conflict of interest exists between Claimant and the Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses of counsel. The Indemnifying Party will select counsel reasonably satisfactory to the Claimant. The Indemnifying Party will not consent to an entry of judgment or settlement without release of liability and, with respect to nonmonetary terms, the Claimant's consent (not to be unreasonably withheld or delayed). (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party Indemnitor does not elect to assume control or otherwise participate in the defense of any third party claim, Claimant may, but shall have no obligation to, defend or settle such claim or litigation in such manner as it deems appropriate, and in any event Indemnitor shall be bound by the results obtained by the Claimant with respect to the claim (by default or otherwise) and shall promptly reimburse Claimant for the amount of all expenses (including the amount of any judgment rendered), legal or otherwise, incurred in connection with such claimclaim or litigation. The Indemnitor shall be subrogated to all rights of the Claimant against any third party with respect to any claim for which indemnity was paid.