Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any THIRD PARTY CLAIMS ------------------------------------------------- (a) Promptly after receipt by an indemnified party entitled under Section 10.2 or 10.3, of notice of the commencement of any Proceeding against it or of notice that such Proceeding has been Threatened against it, such indemnified party will, if a claim is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a the commencement of such claim for indemnification; providedor threatened Proceeding, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action or the ability of the indemnifying party to obtain otherwise available insurance proceeds is actually materially prejudiced by such the indemnified party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 10.4(a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in andwill, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such actionclaim involves Taxes, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall will not, without as long as it diligently conducts such defense, be liable to the Indemnified Party's prior written consentindemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving each case subsequently incurred by the claimant or indemnified party in connection with the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claimProceeding, other than reasonable costs of investigation. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against If the indemnifying party assumes the defense of a Proceeding, (i) no compromise or otherssettlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may materially adversely affect it or its affiliates other than as a result of monetary damages for which it would be subject toentitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and following a good faith attempt to consult with the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. Any party (a) If any Indemnitee determines that it is or may be entitled to ------------------------------- indemnification by any Indemnifying Party (other than in connection with any Third Party Claim), the Indemnitee will deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnitee reasonably believes it is entitled to be indemnified. Within 60 calendar days after receipt of such notice, the Indemnifying Party will pay the Indemnitee such amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount by written notice setting forth the grounds therefor within such 60 calendar day period. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such indemnity claim and setting forth the grounds therefor within 60 calendar days after receipt of such notice, the Indemnifying Party will be deemed to have acknowledged its liability for such claim and the Indemnitee may exercise any and all of its rights under applicable law to collect such amount. (b) If any Indemnitee receives notice of the assertion of any Third-Party Claim with respect to which an Indemnifying Party is obligated under this Article 9 (an "Indemnified Party") Agreement to provide indemnification, such Indemnitee will give written such Indemnifying Party notice to the indemnifying party thereof promptly after becoming aware of any matters giving rise to a claim for indemnificationsuch Third-Party Claim; provided, however, that the failure of any party entitled to indemnification hereunder Indemnitee to give such notice as provided herein shall will not relieve the indemnifying party any Indemnifying Party of its obligations under this Article 9 IV, except to the extent that the indemnifying party such Indemnifying Party is actually prejudiced by such failure to give notice. In case any actionSuch notice will describe such Third-Party Claim in reasonable detail and, proceeding if practicable, will indicate the estimated amount of the Indemnifiable Loss that has been or claim is brought against an Indemnified may be sustained by such Indemnitee. (c) An Indemnifying Party, at such Indemnifying Party's own expense and through counsel chosen by such Indemnifying Party in respect of (which indemnification is sought hereunder, the indemnifying party counsel shall be entitled reasonably satisfactory to participate in andthe Indemnitee), unless may elect to defend any Third-Party Claim. If an Indemnifying Party elects to defend a Third-Party Claim, then, within fifteen calendar days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party Claim so requires), such Indemnifying Party will notify the Indemnitee of its intent to do so, and such Indemnitee shall cooperate in the defense of such Third-Party Claim. Such Indemnifying Party will pay such Indemnitee's reasonable judgment out-of-pocket expenses incurred in connection with such cooperation. 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 be liable to such Indemnitee under this Article IV for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee will have the right to employ one law firm as counsel to represent such Indemnitee (which firm shall be reasonably acceptable to the Indemnified Party Indemnifying Party) if, in such Indemnitee's reasonable judgment, either a conflict of interest between it such Indemnitee and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Indemnifying Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability exists in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action claim or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party there may be subject to.defenses available to such

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under this Article 9 (an "Indemnified Party") will give written Section 5.9 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, provided that the failure of any the indemnified party entitled to indemnification hereunder to give notice as provided herein notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to an indemnified party on account of its obligations under the indemnity agreements contained in this Article 9 except to the extent that Section 5.9, unless the indemnifying party is actually was materially prejudiced by such failure failure, and in no event shall relieve the indemnifying party from any other liability which it may have to give noticesuch indemnified party. In case If any action, proceeding such claim or claim is action shall be brought against an Indemnified Party in respect of which indemnification is sought hereunderindemnified party, it shall notify the indemnifying party thereof and the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the indemnified party under this Section 5.9 for any settlement legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of any action, claim or proceeding affected without investigation; provided that each indemnified party shall have the right to employ separate counsel to represent it and assume its prior written consent. Notwithstanding anything defense (in this Article 9 to the contrarywhich case, the indemnifying party shall notnot represent it) if, in the reasonable judgment of such indemnified party, (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the indemnifying party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the indemnifying party. If any indemnified party employs such separate counsel it will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the indemnified party, without the Indemnified Party's prior written consentconsent of the indemnified party. In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel satisfactory to the indemnified party, settle or compromise any claim or consent the indemnified party shall continue to entry of any judgment be entitled to participate in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term defense thereof, with counsel of its own choice, but, except as set forth above, the giving by indemnifying party shall not be obligated hereunder to reimburse the claimant or indemnified party for the plaintiff costs thereof. If the indemnification provided for in this Section 5.9 shall for any reason be unavailable to the Indemnified Party of a release from all liability an indemnified party in respect of any loss, claim, damages or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim. The indemnity agreements contained herein , damage or liability, or action in respect thereof, in such proportion as shall be in addition appropriate to (a) any cause reflect the relative fault of action or similar rights of the Indemnified Party against the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or othersomissions which resulted in such loss, and (b) claim, damage or liability, or action in respect thereof, as well as any liabilities other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party may on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. In no event, however, shall a Holder of Registrable Securities be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject toof such loss, claim, damages or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedure for Indemnification. Any party entitled If any Person to ------------------------------- indemnification be indemnified under this Article 9 XII has suffered or incurred any Losses with respect to which indemnification is to be sought hereunder, the indemnified party shall so notify the party from whom indemnification is sought promptly in writing describing such Losses, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Losses. If a claim or demand by a third party is made against an indemnified party or any action at law or suit in equity is instituted against an indemnified party by a third party (each claim, demand, action or suit by a third party, a "Third Party Claim"), and if an "Indemnified Party") will give written notice indemnified party intends to seek indemnity with respect thereto under this Article XII, such indemnified party shall promptly notify the indemnifying party in writing of such Third Party Claim setting forth such Third Party Claim in reasonable detail and tender to the indemnifying party the defense of any matters giving rise to a claim for indemnification; provided, that the such Third Party Claim. The failure of any the indemnified party entitled to indemnification hereunder to give the indemnifying party prompt notice, to provide notice in the form required or tender the defense of a Third Party Claim as provided herein shall not relieve the indemnifying party of any of its obligations under this Article 9 XII, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticefailure. In case any action, proceeding or claim is brought against an Indemnified Party in respect For 30 days after receipt of which indemnification is sought hereunder, such notice the indemnifying party shall be entitled have the right but not the obligation to participate in andundertake the conduct and control, unless in the reasonable judgment of through counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, own choosing and at its sole cost and own expense, any action, proceeding of the settlement or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claimThird Party Claim, proceeding or action, and the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party indemnified party shall cooperate fully with the indemnifying party in connection with any therewith; provided, that if the indemnifying party elects to undertake the conduct and control of such settlement negotiations or defense, then the indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party provided that the fees and expenses of such counsel shall be borne by such indemnified party; provided, further, that pending the indemnifying party's decision whether to exercise its right to undertake the conduct and control of the settlement or defense of any Third Party Claim, the indemnified party shall undertake, conduct and control the settlement or defense thereof, through counsel of its own choosing. So long as the indemnifying party is reasonably contesting any such action claim in good faith, the indemnified party shall not pay or claim settle 34 any such Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such Third Party Claim; provided, that in such event it shall waive any right to indemnity therefor by the indemnifying party and shall furnish to party. If the indemnifying party all information reasonably available does not notify the indemnified party within 30 days after the receipt of the indemnified party's notice of a claim of indemnity hereunder in connection with a Third Party Claim that it elects to undertake the Indemnified Partysettlement or defense thereof, which relates the indemnified party shall have the right to such action conduct and control the defense thereof and to contest, settle or claimcompromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall keep not, except with the Indemnified Party fully apprised at all times as to the status consent of the defense or indemnified party, enter into any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party unless: (i) such settlement or which does not include, judgment includes as an unconditional term thereof, thereof the giving by the claimant person or the plaintiff persons asserting such claim to the Indemnified Party of a all indemnified parties an unconditional release from all liability with respect to such claim and (ii) the relief provided in respect of connection with such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action settlement or similar rights of the Indemnified Party against judgment effected by the indemnifying party or others, and (b) any liabilities is satisfied entirely by the indemnifying party may be subject toparty.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party entitled under Section 10.2, 10.4, or (to ------------------------------- indemnification the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 10.8(a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in andparticipate, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and at the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notifyparty's sole expense, in writing, such person of its election Proceeding in a reasonable manner. Buyer shall have the sole right and power to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim Proceeding with respect to which it is an indemnified party and Sellers shall be bound by such compromise or settlement and shall be obliged to indemnify Buyer, subject to the limitations of Section 10.5, except to the extent that Sellers can demonstrate through a clear preponderance of evidence, that the claims which were alleged and settled and/or compromised were not with the scope of Seller's indemnification obligations. (c) Sellers and Buyer hereby consent to entry the non-exclusive jurisdiction of any judgment court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant to such Proceeding or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or othersmatters alleged therein, and (b) any liabilities the indemnifying party agree that process may be subject toserved on all of them with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any party entitled The following shall apply with respect to ------------------------------- all Claims by an indemnitee for indemnification under (“Claims”) pursuant to this Article 9 10: a. The indemnitee shall give the indemnitor prompt notice (an "Indemnified Party"the “Indemnification Notice”) will give written notice to of any Claim or potential liability, or of the indemnifying commencement by any third party of any matters giving rise action or proceeding, with respect to a claim for which such indemnitee seeks indemnification; provided, however, that the failure of any party entitled to indemnification hereunder the indemnitee to give notice as provided herein the Indemnification Notice to the indemnitor with respect to any Claim shall not relieve impair any of the indemnifying party rights or benefits of its obligations under this Article 9 such indemnitee, except to the extent that the indemnifying party is actually prejudiced by such failure materially and adversely affects the ability of the indemnitor to give noticedefend such Claim or increases the amount of such liability. In case The Indemnification Notice shall describe the Claim in reasonable detail. b. The indemnitor shall have the right to control the defense of any actionClaim at its own expense and by its own counsel. The indemnitee shall have the right to participate therein, proceeding or claim is brought against an Indemnified Party in respect of and shall have the right to employ its own counsel which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in andat its sole expense unless the indemnitee shall reasonably conclude, unless in the reasonable judgment based upon an opinion of counsel to the Indemnified Party its counsel, that (i) there is a conflict of interest between it the indemnitor and the indemnifying party may exist with respect indemnitee in the conduct of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding Claim or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably (ii) there are specific defenses available to the Indemnified Party, indemnitee which relates are different from or additional to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as those available to the status indemnitor which may create a conflict of interest such that it would be inappropriate for counsel to the indemnitor to represent the indemnitee, in which event, the indemnitor shall pay the reasonable fees and disbursements of counsel to each of the defense or any settlement negotiations with respect thereto. If indemnitor and the indemnifying party elects to defend any such action or claimindemnitee; provided, then however, that the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party indemnitor shall not be liable responsible for any settlement the fees of any actionmore than one counsel for all indemnitees. c. Notwithstanding the foregoing, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to neither the contrary, indemnitor nor the indemnifying party shall not, without the Indemnified Party's prior written consent, indemnitee may settle or compromise any claim or consent Claim (provided, however, that either Indemnitor may do so if the sole relief payable to entry of any judgment a third party in respect thereof which imposes any future obligation on of such Claim is monetary damages that are paid in full by the Indemnified Party settling or which does not includecompromising such claim, the settlement includes as an unconditional term thereof, thereof the giving release by the claimant or the plaintiff to if the Indemnified Party of a release indemnitee and its Affiliates from all liability in respect of such claim. The indemnity agreements contained herein claim and the settlement shall not require an admission of liability and shall otherwise be in addition to (aconfidential) any cause of action or similar rights over the objection of the Indemnified Party against other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. d. The indemnitee shall cooperate at the indemnifying party expense of the indemnitor in the defense of any Claim and shall make available to the indemnitor any personnel or othersany books, and (b) any liabilities records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the indemnifying party may be subject toreceipt of appropriate confidentiality agreements.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 (a) Promptly after receipt by an "Indemnified Party") Person of the commencement of any Proceeding against it or the discovery by an Indemnified Person of a claim for Damages, such Indemnified Person will give written notice to the indemnifying party Escrow Agent and Seller Representative of any matters giving rise to a claim for indemnification; providedsuch claim, that but the failure of any party entitled to indemnification hereunder to give notice as provided herein shall notify the Escrow Agent and Seller Representative promptly will not relieve the indemnifying Clayco shareholders of any liability that they may have to any Indemnified Person (subject to the provisions of Section 9.4). Such notice by an Indemnified Person will describe the claim in reasonable detail to the extent such information is known by the Indemnified Person, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably estimable, of the Damages that have been or may be sustained by an Indemnified Person. The Escrow Agent shall promptly reimburse an Indemnified Person in accordance with the Escrow Agreement. (b) In the event of a third-party claim, the Seller Representative, on behalf of its obligations under this Article 9 except the Clayco shareholders will have the right to participate in the defense of such third-party claim and, to the extent that the indemnifying Seller Representative elects (unless (i) a Clayco shareholder is also a person against whom the third-party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an made and the Indemnified Party Person determines in respect of which indemnification is sought hereunder, good faith that joint representation would be inappropriate or (ii) the indemnifying party shall be entitled Seller Representative fails to participate in and, unless in the provide reasonable judgment of counsel assurance to the Indemnified Party a conflict Person of interest between it the financial capacity to defend such third-party claim and the indemnifying party may exist provide indemnification with respect of to such action, proceeding or third-party claim), to assume the defense thereof of such third-party claim with counsel reasonably satisfactory to the Indemnified PartyPerson. In After notice from the event that Seller Representative to the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days Person of receipt of any indemnification notice to notify, in writing, such person of its the election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such third-party claim, proceeding or actionthe Clayco shareholders shall not, so long as the Seller Representative diligently conducts such defense, be liable to the Indemnified Party's costs and Person under this Article 9 for any fees of other counsel or any other expenses arising out with respect to the defense of such third-party claim, in each case subsequently incurred by the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party Person in connection with any settlement negotiations or the defense of any such action or claim by the indemnifying third-party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Partyclaim, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status other than reasonable costs of the defense or any settlement negotiations with respect theretoinvestigation. If the indemnifying Seller Representative assumes the defense of a third-party elects to defend any such action or claim, then (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that third-party claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such third-party claims may be effected by the Seller Representative without the Indemnified Party Person’s prior written consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person, (B) the sole relief provided is monetary damages that are paid in full by the Clayco shareholders, and (C) the Indemnified Person shall be entitled have no liability with respect to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any compromise or settlement of any action, claim or proceeding affected such third-party claims effected without its prior written consent. Notwithstanding anything in this Article 9 If notice is given to the contrary, Seller Representative of the indemnifying assertion of any third-party shall claim and the Seller Representative does not, without within ten (10) days after the Indemnified Party's prior written consentPerson’s notice is given, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff give notice to the Indemnified Party Person of his election to assume the defense of such third-party claim, the Clayco shareholders will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a release from all liability reasonable probability that a third-party claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Seller Representative, assume the exclusive right to defend, compromise or settle such third-party claim, but the Clayco shareholders will not be bound by any determination of any third-party claim so defended for the purposes of this Agreement or any compromise or settlement effected with the prior written consent of the Seller Representative (which may not be unreasonably withheld). (d) The Seller Representative hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a third-party claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such claim. The indemnity agreements contained herein Proceeding or the matters alleged therein and agrees that process may be served on the Seller Representative with respect to such a claim anywhere in the world. (e) With respect to any third-party claim subject to indemnification under this Section 9.6: (i) both the Indemnified Person and the Clayco shareholders, as the case may be, shall be in addition to (a) any cause of action or similar rights keep the other party fully informed of the Indemnified Party against the indemnifying status of such third-party claim and any related Proceedings at all stages thereof where such person is not represented by his or othersher own counsel, and (bii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the property and adequate defense of any liabilities third-party claim. (f) The Escrow Agent shall promptly reimburse an Indemnified Person after receipt of the indemnifying party may be subject torequired notice in accordance with the Escrow Agreement.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 8 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, provided that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to the indemnified party under this Section 8 for any settlement legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of any actioninvestigation; provided that each indemnified party, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to the contrary, employ separate counsel reasonably approved by the indemnifying party shall not, without to represent them if the Indemnified Party's prior written consent, settle or compromise named parties to any claim or consent to entry of action (including any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as impleaded parties) include both such indemnified party and an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or othersan affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (b) any liabilities the indemnifying party may be subject to.i)

Procedure for Indemnification. Any party (a) If any Indemnified Party has incurred or suffered or claims to have incurred or suffered, or believes that it may incur or suffer, Losses for which it is or may be entitled to ------------------------------- indemnification be indemnified, compensated, reimbursed or held harmless under this Article 9 VIII, such Indemnified Party may deliver an Indemnity Claim Notice to the Stockholder Representative Committee, which shall (i) describe the general facts and circumstances on which the asserted Indemnity Claim is based, and (ii) contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential Losses that have arisen and may arise as a result of the matter referred to in such notice (the aggregate amount of such estimate, as it may be modified by such Indemnified Party in good faith from time to time, being referred to as the “Claimed Amount”), and the provisions in this Agreement on which the Indemnity Claim is based. (b) During the 30-day period commencing upon the delivery by an "Indemnified Party to the Stockholder Representative Committee of an Indemnity Claim Notice (the “Dispute Period”), the Stockholder Representative Committee shall deliver to the Indemnified Party a written response (the “Response Notice”) in which the Stockholder Representative Committee: (i) agrees that the full Claimed Amount is owed to the Indemnified Party"; (ii) will give written notice agrees that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the indemnifying party Indemnified Party; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified Party. Any part of the Claimed Amount that is not agreed by the Stockholder Representative Committee to be owed to the Indemnified Party pursuant to the Response Notice (or the entire Claimed Amount, if the Stockholder Representative Committee asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnified Party) shall be referred to as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any matters giving rise good faith modifications by the Indemnified Party to the Claimed Amount). If a Response Notice is not received by the Indemnified Party prior to the expiration of the Dispute Period, then the Stockholder Representative Committee shall be conclusively and irrevocably deemed to have agreed that the full Claimed Amount is owed to the Indemnified Party. (c) If the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party agreeing that the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, or if the Stockholder Representative Committee does not deliver a Response Notice to the Indemnified Party during the Dispute Period, then, within three days following the earlier of the delivery of such Response Notice to the Indemnified Party or the expiration of the Dispute Period, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the full Claimed Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (d) If the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party during the Dispute Period agreeing that less than the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, then, within three days following the delivery of such Response Notice to the Indemnified Party, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Agreed Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. In addition, if the Stockholder Representative Committee delivers a Response Notice to the Indemnified Party during the Dispute Period agreeing that less than the full Claimed Amount with respect to an Indemnity Claim is owed to the Indemnified Party, then the Stockholder Representative Committee and the Indemnified Party shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnified Party and the Stockholder Representative Committee resolve such dispute in writing, then their resolution of such dispute shall be binding on the Stockholder Representative Committee, the Non-Dissenting Holders and the Indemnified Party and a settlement agreement stipulating the amount owed to the Indemnified Party (the “Stipulated Amount”) shall be signed by the Indemnified Party and the Stockholder Representative Committee. Within three days after the execution of such settlement agreement, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Stipulated Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (e) If the Stockholder Representative Committee and the Indemnified Party are unable to resolve the dispute relating to any Contested Amount with respect to an Indemnity Claim during the 30-day period commencing upon the delivery of the Response Notice to the Indemnified Party, then either the Indemnified Party or the Stockholder Representative Committee may submit the contested portion of the indemnification claim for indemnificationto binding arbitration in San Francisco, California, accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. Arbitration will be conducted by one arbitrator, mutually selected by Acquiror and the Stockholder Representative Committee; provided, however, that if Acquiror and the failure Stockholder Representative Committee fail to mutually select an arbitrator within 15 Business Days after the contested portion of the indemnification claim is submitted to arbitration, then the arbitrator shall be selected by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The Parties agree to use commercially reasonable efforts to cause the arbitration hearing to be conducted within 75 days after the appointment of the arbitrator, and to use commercially reasonable efforts to cause the decision of the arbitrator to be furnished within 15 days after the conclusion of the arbitration hearing. The arbitrator’s authority shall be confined to: (A) whether the Indemnified Party is entitled to recover the Contested Amount (or a portion thereof), and the portion of the Contested Amount the Indemnified Party is entitled to recover; and (B) whether either party to the arbitration shall be required to bear and pay all or a portion of the other party’s attorneys’ fees and other expenses relating to the arbitration. The final decision of the arbitrator shall include the dollar amount of the award to the Indemnified Party, if any (the “Award Amount”), and shall be furnished to the Stockholder Representative Committee and the Indemnified Party in writing, shall constitute a conclusive determination of the issues in question, binding upon the Stockholder Representative Committee, the Non-Dissenting Holders and the Indemnified Party. Within three days following the receipt of the final award of the arbitrator setting forth the Award Amount, Acquiror shall become entitled to permanently retain out of the Holdback Amount an amount equal to the lesser of (i) the Award Amount or (ii) the portion of the Holdback Amount available therefor (as provided above) not previously permanently retained by Acquiror based on other Indemnity Claims. (f) In the event of the assertion or commencement by any Person of any party Third-Party Claim (whether against the Surviving Corporation, against Acquiror or against any other Person) with respect to which Acquiror determines that any Indemnified Party may be entitled to indemnification hereunder be held harmless, indemnified or reimbursed pursuant to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 VIII, (a) Acquiror shall notify the Stockholder Representative Committee promptly after Acquiror receives written notice of such Third-Party Claim (it being understood that any failure by Acquiror to so promptly notify the Stockholder Representative Committee shall have no effect on an Indemnified Party’s ability to recover Damages pursuant to this Article VIII, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect defense of such actionThird-Party Claim is materially prejudiced thereby), proceeding or claim, to assume and (b) Acquiror shall proceed with the defense thereof of such Third-Party Claim with counsel reasonably satisfactory acceptable to the Indemnified PartyStockholder Representative Committee. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume connection with the defense of any such claimThird-Party Claim: (i) all out-of-pocket expenses relating to the defense of such Third-Party Claim shall, proceeding or actionsubject to Section 8.3, the Indemnified Party's costs be borne and expenses arising paid exclusively out of the defenseHoldback Amount through a permanent retention of such amounts by Acquiror; (ii) Acquiror shall not settle, settlement adjust or compromise such Third-Party Claim without the prior written consent of any such action, claim the Stockholder Representative Committee (which consent shall not be unreasonably withheld or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party delayed); and (iii) the Stockholder Representative Committee shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party Acquiror and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate consult with Acquiror from time to time in connection with the defense or handling of such defense Third-Party Claim with its own counsel of its choice and at its sole cost and own expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything . (g) Nothing in this Article 9 to the contrary, the indemnifying party VIII shall not, without the Indemnified Party's prior written consent, settle limit any rights of setoff or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or other similar rights that the Stockholder Representative Committee, Acquiror or any of the other Indemnified Party against the indemnifying party Parties may have at common law or others, and (b) any liabilities the indemnifying party may be subject tootherwise.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 7 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, provided that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its employees, officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there are one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses arising out of one such separate counsel for all such indemnified parties shall be paid by the defenseindemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement or compromise of any such action, claim or proceeding action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be losses subject responsible hereunder, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to indemnification hereunderwhich the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. The Indemnified Party In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in connection with any settlement negotiations or the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or claim omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party’s stock ownership in Company. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall furnish be deemed to the indemnifying include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party all information reasonably available to the Indemnified Party, which relates to in connection with investigating or defending any such action or claim. The indemnifying party Notwithstanding the foregoing, no Holder shall keep be required to contribute, in the Indemnified Party fully apprised at all times as to the status aggregate, any amount in excess of the defense amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or any settlement negotiations with respect theretoalleged untrue statement or omission or alleged omission. If No person guilty of fraudulent misrepresentation (within the indemnifying party elects to defend any such action or claim, then meaning of Section 11(f) of the Indemnified Party Securities Act) shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall contribution from any person who was not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect guilty of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tofraudulent misrepresentation.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 7 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, provided that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the indemnifying party was actually prejudiced by such failure, and in no event shall relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses arising out of one such separate counsel for all such indemnified parties shall be paid by the defenseindemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, which approval shall not to be unreasonably withheld. The indemnifying party may not agree to any settlement or compromise of any such action, claim or proceeding action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be losses subject responsible hereunder, without the prior written consent of the indemnified party, which shall not be unreasonably withheld, and any such settlement agreement shall contain a complete and unconditional release from liability of each indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to indemnification hereunderreimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of settlement. The Indemnified Party In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party; for the costs thereof. In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in connection with any settlement negotiations or the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or claim omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Parent. In no event, however, shall furnish a Holder be required to contribute in excess of the indemnifying amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party all information as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any legal or other expenses reasonably available to the Indemnified Party, which relates to incurred by such indemnified party in connection with investigating or defending any such action or claim. The indemnifying party shall keep No person guilty of fraudulent misrepresentation (within the Indemnified Party fully apprised at all times as to the status meaning of Section 11(f) of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party Securities Act) shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall contribution from any person who was not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect guilty of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tofraudulent misrepresentation.

Procedure for Indemnification. Any party entitled If a Reata Indemnitee or a Kyowa Indemnitee (as the case may be, an “Indemnitee”) wishes to ------------------------------- seek indemnification under this Article 9 hereunder, such Indemnitee will inform the Party obligated to indemnify the Indemnitee hereunder (an "Indemnified the “Indemnifying Party"”) will give written notice to of the indemnifying party of any matters Third Party claim giving rise to a the obligation to indemnify as soon as reasonably practicable after receiving Notice of such Third Party claim. The Indemnifying Party will have the right to assume and control the defense of any such Third Party claim for indemnificationwhich it is obligated to indemnify the Indemnitee under this Agreement. The Indemnitee will cooperate with the Indemnifying Party (and its insurer) as the Indemnifying Party may reasonably request, and at the sole cost and expense of the Indemnifying Party. The Indemnitee will have the right to retain its own counsel, at the expense of the Indemnifying Party, if representation of such Indemnitee by the counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other Party represented by such counsel. In all other cases, the Indemnitee will have the right to participate in such defense, subject to the Indemnifying Party’s control, using its own counsel at its own expense. The Indemnifying Party will have no obligation to indemnify any Indemnitee in connection with any settlement made without the Indemnifying Party’s prior written consent; provided, that the failure Indemnifying Party does not unreasonably withhold or delay any such written consent. The Indemnifying Party shall seek the prior written consent of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of a Third Party claim subject to indemnification hereunder (such consent to not be unreasonably withheld, delayed or conditioned) if such settlement would materially diminish or materially adversely affect the scope, exclusivity or duration of any actionintellectual property licensed under this Agreement, would require any payment by such Indemnified Party, would require an admission of legal wrongdoing in any way on the part of an Indemnified Party, or would effect an amendment of this Agreement (otherwise, no such consent shall be required). If the Indemnifying Party does not assume and conduct the defense of the Third Party claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 as provided above, (a) the Indemnitee may defend against, and consent to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment or enter into any settlement with respect to the claim in respect thereof which imposes any future obligation on manner the Indemnified Party Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or which does not include, as an unconditional term thereofobtain any consent from, the giving by the claimant or the plaintiff to the Indemnified Indemnifying Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or othersconnection therewith), and (b) any liabilities the indemnifying party may be subject toIndemnifying Party will remain responsible to indemnify the Indemnitee as provided in this ARTICLE XIV.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article Section 9 (an "“Indemnified Party"”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article Section 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's ’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article Section 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's ’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any 9.3.1. In the event any person or entity not a party entitled to ------------------------------- indemnification under this Article 9 (an "Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Buyer Indemnified Party") will Liabilities or Seller Indemnified Liabilities, as the case may be, the indemnified party shall give written notice to such effect to the indemnifying party promptly upon becoming aware thereof. In such event, the indemnifying party shall assume full control of the defense thereof and hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any matters giving rise to a such demand, claim for indemnification; or lawsuit (provided, however, that the failure of any party entitled to indemnification hereunder to give notice as provided herein such Notice shall not relieve the indemnifying party of its obligations under this Article 9 except hereunder). The indemnified party shall be permitted to the extent participate in such defense at its sole cost and expense, provided that if the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, proposes that the indemnifying same counsel represent both the indemnified party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect and representation of such actionboth parties by the same counsel would be inappropriate due to actual or potential differing interests between them, proceeding or claim, then the indemnified party shall have the right to assume retain its own counsel at the defense thereof with counsel reasonably satisfactory to cost and expense of the Indemnified Partyindemnifying party. In the event that the indemnifying party advises an Indemnified Party that shall fail to respond within twenty (20) days after receipt of the notice from the indemnified party of any such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it will not contest such a claim may in its sole discretion deem proper, at the sole cost and expense of the indemnifying party. 9.3.2. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in advance of settlement or fails, final adjudication thereof on a current basis within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then from the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying indemnified party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities supporting documentation as the indemnifying party may be subject toreasonably request. To the extent that the Seller fails to indemnify the Buyer for any Buyer Indemnified Liabilities, the Buyer shall have the right to set off the Buyer Indemnified Liabilities against the Series A Preferred.

Procedure for Indemnification. Any (a) In the event any person or entity not a party entitled to ------------------------------- indemnification under this Article 9 (an "Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in Company Indemnified Party") will Liabilities or Pixorial Indemnified Liabilities, as the case may be, the indemnified party shall give written notice to such effect to the indemnifying party promptly upon becoming aware thereof. In such event, the indemnifying party shall assume full control of the defense thereof and hire counsel (which counsel shall be reasonably satisfactory to the indemnified party) to defend any matters giving rise to a such demand, claim for indemnification; or lawsuit (provided, however, that the failure of any party entitled to indemnification hereunder to give notice as provided herein such Notice shall not relieve the indemnifying party of its obligations under this Article 9 except hereunder). The indemnified party shall be permitted to the extent participate in such defense at its sole cost and expense, provided that if the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, proposes that the indemnifying same counsel represent both the indemnified party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect and representation of such actionboth parties by the same counsel would be inappropriate due to actual or potential differing interests between them, proceeding or claim, then the indemnified party shall have the right to assume retain its own counsel at the defense thereof with counsel reasonably satisfactory to cost and expense of the Indemnified Partyindemnifying party. In the event that the indemnifying party advises an Indemnified Party that shall fail to respond within 20 days after receipt of the notice from the indemnified party of any such demand, claim or lawsuit, then the indemnified party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it will not contest such a claim may in its sole discretion deem proper, at the sole cost and expense of the indemnifying party. (b) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in advance of settlement or fails, final adjudication thereof on a current basis within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then from the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying indemnified party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities supporting documentation as the indemnifying party may reasonably request. The Company shall have the right to set off the Company Indemnified Liabilities against the Shares issuable pursuant to this Agreement and the Company’s common stock issuable pursuant to the stock options provided for in the Consulting Agreement (the “Option Shares”). The obligations of Pixorial and A▇▇▇▇▇ pursuant to this Section 11 to indemnify the Company for the Company Indemnified Liabilities shall be subject tolimited to the Company’s right to set off such amounts against the Shares and the Option Shares.

Procedure for Indemnification. Any party (a) All claims for indemnification by a Buyer Indemnified Party or a Seller Indemnified Party (collectively, the “Indemnified Persons”) pursuant to this ARTICLE 6 shall be made in accordance with the provisions of this Agreement. (b) If a Third Party asserts that an Indemnified Person is liable to such Third Party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to ------------------------------- indemnification under pursuant to this Article 9 ARTICLE 6 (an "a “Third Party Claim”), then such Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to Person may make a claim for indemnificationindemnification pursuant to this ARTICLE 6 and shall be reimbursed in accordance with the applicable provisions of this Agreement for any such Damages for which it is entitled to indemnification pursuant to this ARTICLE 6 (subject to the right of the indemnifying Party to dispute the Indemnified Person’s entitlement to indemnification under the applicable terms of this Agreement). (c) The Indemnified Person shall give prompt written notification to Seller or Buyer, as the case may be, of the commencement of any Proceeding relating to a Third Party Claim for which indemnification pursuant to this ARTICLE 6 may be sought; provided, however, that no delay on the failure part of the Indemnified Person in notifying Seller or Buyer, as the case may be, shall relieve Seller or Buyer, as the case may be, of any party liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within thirty (30) days after delivery of such notification, Seller or Buyer, as the case may be, may, upon written notice thereof to the Indemnified Person, assume control of the defense of such Proceeding provided Seller or Buyer, as the case may be, acknowledge(s) in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such Proceeding constitute Damages for which the Indemnified Person shall be entitled to indemnification hereunder pursuant to give notice this ARTICLE 6. If neither Seller nor Buyer, as provided herein the case may be, so assumes control of such defense, the Indemnified Person shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Proceeding and the defense thereof. The Indemnified Person shall not relieve agree to any settlement of such Proceeding without the prior written consent of Seller or Buyer, as the case may be, which shall not be unreasonably withheld. Neither Seller nor Buyer, as the case may be, shall agree to any settlement of such Proceeding without the prior written consent of the Indemnified Person, which shall not be unreasonably withheld. (d) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by prompt written notice specifying the factual basis of that claim in reasonable detail to the Party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party of its obligations under Party shall not preclude the indemnified Party from any indemnification which it may claim in accordance with this Article 9 ARTICLE 6 except to the extent that the indemnifying party is actually prejudiced by such failure Party can demonstrate actual prejudice to give notice. In case any actionits defenses or counterclaims or otherwise, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party increased or aggravated Damages as a conflict of interest between it and the indemnifying party may exist with respect result of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyfailure. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost * Confidential Information indicated by [***] has been omitted from this filing and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully filed separately with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toSecurities Exchange Commission.

Procedure for Indemnification. Any (a) With respect to any indemnification claim made under Section 10.1, 10.2 or 10.3 hereof, subject to the last sentence of this Section 10.4, any indemnifying party entitled shall promptly, upon demand, reimburse any Indemnified Party for, as incurred, or pay any Losses and Related Expenses as to ------------------------------- indemnification under which an indemnifying party has agreed to indemnity an Indemnified Party pursuant to this Article 9 (an "10. The Indemnified Party") will give written notice to Party shall promptly notify in writing the indemnifying party of any matters giving rise to a known claim for indemnificationpayment of any Losses or Related Expenses (regardless of the provisos set forth in Section 10.1). The Indemnified Party shall have the right to employ counsel of its choice reasonably satisfactory to the indemnifying party and conduct the defense and settlement relating to any Loss (regardless of the provisos set forth in Sections 10.1 and 10.2) that is the subject of any cause of action or proceeding between or among Hallador, the Partnership or any LP Investor or any of its Indemnified Parties, on the one hand, and a third party, on the other hand (regardless of who is the Indemnified Party), and Hallador, the Partnership or the LP Investors, as the case may be, shall reasonably cooperate therewith, which costs and expenses shall be paid by the indemnifying party upon demand therefor by the Indemnified Party. In addition, any indemnifying party shall indemnify and hold harmless the Indemnified Parties from any and all reasonable legal expenses incurred by the Indemnified Parties in connection with enforcing their rights to indemnity under this Article I as Related Expenses; provided, that however, that, in the failure case of any party entitled claim for indemnity (i) by the Partnership, any LP Investor or one of their Indemnified Parties pursuant to indemnification hereunder Section 10.1, or (ii) by the Partnership, Hallador, Production or one of their respective Indemnified Parties pursuant to give notice Section 10.2 (in each case, the "Instituting Party") in respect of, in each case, a claim instigated by such Instituting Party (and not as provided herein shall not relieve a result of a claim made by any third party), it is agreed that if the indemnifying party disputes any such claim for indemnity the fees and expenses of its obligations under this Article 9 except to the extent that counsel employed by such Instituting Party need not be paid on demand by the indemnifying party until such time as either the dispute is actually prejudiced resolved between the Instituting Party and the indemnifying party or an arbitral decision is obtained by the Instituting Party, (b) In the event of any payment, and only to such failure extent, under this Section 10.4 to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderParty, the indemnifying party shall be entitled subrogated to participate all of such Indemnified Party's rights in and, unless in the reasonable judgment respect of counsel to the such Losses and Related Expenses against any Person other than such Indemnified Party a conflict of interest between it and its Affiliates and such Indemnified Party shall execute and deliver such instruments and take such other action as the indemnifying party may exist with respect shall reasonably request in order to effect such subrogation, all at the expense of such actionthe indemnifying party; provided, proceeding or claimhowever, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will shall not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of interfere with any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then proceedings between the Indemnified Party mayand any third party. If payment is made by an indemnifying party under this Section 10.4 and the Indemnified Party subsequently recovers from a third party any Losses or Related Expenses for which such payment was made, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until Indemnified Party shall receive in trust for the indemnifying party elects in writing to assume the proceeds of such recovery and does so assume the defense of any promptly pay such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish proceeds to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toparty.

Procedure for Indemnification. Any party entitled (i) Promptly after receipt by an indemnified Party under Section 13(b), (c) or (d) of a claim for Losses or notice of the commencement of any Proceeding against it, such indemnified Party shall, if a claim is to ------------------------------- indemnification be made against an indemnifying Party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party Party of any matters giving rise to a claim for indemnification; provided, that the commencement of such claim. The failure of any party entitled to indemnification hereunder indemnified Party to give notice as provided herein of a claim shall not relieve the indemnifying party Party of its obligations under this Article 9 13 except to the extent that such failure materially prejudices the indemnifying Party. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is actually prejudiced by such failure sought. (ii) If any Proceeding referred to give notice. In case any action, proceeding or claim in Section 13(g)(i) is brought against an Indemnified indemnified Party in respect and it gives notice to the indemnifying Party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying Party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying Party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying Party to the indemnified Party of its choice at election to assume the defense of such Proceeding, the indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article 13 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying Party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying Party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying Party, and (C) the indemnified Party shall have no liability with respect to any compromise or settlement of such claims effected without its sole cost consent and expense. The (D) the indemnified Party is provided a full and unconditional release of liability. (iii) Notwithstanding the foregoing, if an indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party Party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying Party shall not be liable for bound by any determination of a Proceeding so defended or any compromise or settlement of any action, claim or proceeding affected effected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof (which imposes any future obligation on the Indemnified Party or which does may not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tounreasonably withheld).

Procedure for Indemnification. (a) Any party entitled to ------------------------------- Party making a claim for indemnification under this Article 9 (an "Indemnified Party") will give written notice to hereunder shall promptly notify the indemnifying party of any matters giving rise to a the claim for indemnificationin writing, describing the claim in reasonable detail, the amount thereof, and the basis therefor; provided, that the failure of any party entitled to indemnification hereunder to give provide prompt notice as provided herein shall not relieve the indemnifying party of its indemnification obligations under this Article 9 hereunder, except to the extent that the indemnifying party is actually prejudiced by such the failure to give such prompt notice. In case any action, proceeding or claim is brought against an Indemnified The Party in respect of which from whom indemnification is sought hereundershall respond to each such claim within thirty (30) days of receipt of such notice. (b) If a claim for indemnification hereunder is based on a claim by a third party (a “Third Party Claim”), the indemnifying party shall be entitled to participate in and, unless in have the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, right to assume the entire control of the defense thereof with thereof, at its own expense, including employment of counsel reasonably satisfactory to the Indemnified Party. In indemnified party by providing written notice to the event that the indemnifying party advises an Indemnified Party seeking indemnification that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claimclaim within fifteen (15) Business Days of receipt of notice by the Party seeking indemnification, proceeding or actionand, in connection therewith, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to Party claiming indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish make available to the indemnifying party all pertinent information reasonably available to under its control; provided, that the Indemnified Party, which relates to such action or claim. The indemnifying indemnified party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to may participate in such defense any proceeding with counsel of its choice at its sole cost expense (except that the expense of such counsel shall be at the expense of the indemnifying party if the indemnifying party and expensethe indemnified party are both named parties to the proceedings and the indemnified party reasonably concludes that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them). The Notwithstanding the foregoing, the indemnifying party shall not be liable entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel (reasonably acceptable to the indemnifying party) retained by the indemnified party if (i) the claim for indemnification relates to or arises in connection with any settlement of any criminal proceeding, action, indictment, allegations or investigation; (ii) the claim seeks an injunction or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 equitable relief against the indemnified party; (iii) the indemnified party reasonably believes an adverse determination with respect to the contraryaction, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would have a material adverse effect on the business, financial condition, results of operations, properties, assets or liabilities of the Business, (iv) the indemnifying party shall not, without the Indemnified Party's prior written consent, settle failed or compromise any is failing to vigorously prosecute or defend such claim or (v) the Third Party Claim, individually or in the aggregate with any other claim, is for Losses in excess of the amounts available for indemnification pursuant to this Article 6 and the indemnified party reasonably believes that its potential liability for such Losses is likely to be in excess thereof. If the indemnifying party assumes the defense of the Third Party Claim, such indemnifying party shall not consent to the entry of any judgment in or enter into any settlement with respect thereof which imposes to such Third Party Claim without the prior written consent of the indemnified party unless (i) the judgment or settlement provides solely for the payment of money by the Sellers and the Sellers’ Guarantors and does not entail any future obligation admission of liability on the Indemnified Party or which does not includepart of the indemnified party, as (ii) the indemnifying party makes such payment in full and (iii) the indemnified party receives an unconditional term thereofrelease, reasonably acceptable to the giving indemnified party, from all Losses with respect to such Third Party Claim. The Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims, and cooperate in any such defense. Any settlement or resolution of a Third Party Claim contemplated by the claimant indemnified party if the indemnifying party has not or is not entitled to assume the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claim. The indemnity agreements contained herein , shall not be in addition to (a) any cause of action or similar rights concluded without the prior written approval of the Indemnified Party against the indemnifying party party, which approval shall not be unreasonably withheld, delayed or others, and (b) any liabilities the indemnifying party may be subject toconditioned.

Procedure for Indemnification. Any If a third-party entitled claim is made against a Company Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that such claim could give rise to ------------------------------- indemnification under this Article 9 a right of indemnification, then such Company Indemnitee or Buyer Indemnitee (an "Indemnified PartyIndemnitee") will shall give written notice to the indemnifying party of any matters giving rise obligated to a claim for indemnification; provided, that the failure of any party entitled to provide indemnification hereunder (an "Indemnifying Party") of such claim as soon as reasonably practicable after such Indemnitee has received notice thereof (provided that failure to give timely notice as provided herein shall not relieve limit the indemnifying party indemnification obligations of its obligations under this Article 9 the Indemnifying Party hereunder except to the extent that the indemnifying party is actually prejudiced by such delay in giving, or failure to give noticegive, such notice has a Material Adverse Effect upon the ability of the Indemnifying Party to defend against the claim). In case any actionThe Indemnifying Party shall defend such claim, proceeding or claim is brought against at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to such Indemnitee, provided that an Indemnified Party in respect of which indemnification is sought hereunder, Indemnitee shall at all times also have the indemnifying party shall be entitled right to fully participate in and, unless in the reasonable judgment defense at its own expense (and may retain its own counsel at the expense of counsel to the Indemnified Indemnifying Party a conflict if it shall determine that representation of interest between it and the indemnifying party may exist with respect Indemnifying Party by the same counsel would present a conflict). If the Indemnifying Party shall fail to defend such claim within ten (10) days after notice thereof shall have been given by an Indemnitee to the Indemnifying Party or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including without limitation the payment of the reasonable attorneys' fees of such action, proceeding or Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim, the obligation of the Indemnifying Party hereunder as to assume such claim shall include taking all steps necessary in the defense thereof with counsel reasonably satisfactory or settlement of such claim. The Indemnifying Party shall not consent to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt entry of any judgment or settle or compromise any third-party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party unless it shall have given such Indemnitee not less than fifteen (15) days prior written notice to notifyof the proposed consent, in writing, such person of its election to defend, settle settlement or compromise, at and afforded such Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its sole cost and expenseapproval of a proposed consent, any action, proceeding settlement or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claimcompromise. In any eventdetermining whether to give its approval, unless and until an Indemnitee may consider whether the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defenseproposed consent, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, includes as an unconditional term thereof, thereof the giving by the claimant or the plaintiff to the Indemnified Party such Indemnitee of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of claim except the Indemnified Party against liability satisfied by the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toIndemnifying Party.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 6 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, provided that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 6, except to the extent (and only to the extent) that the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In indemnified party, but only upon written acknowledgment from the event indemnified party that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification under this Agreement. After notice from the indemnifying party to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses arising out of one such separate counsel for all such indemnified parties shall be paid by the defenseindemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement or compromise of any such action, claim or proceeding action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be losses subject responsible hereunder, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to indemnification hereunderwhich the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. The Indemnified Party In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in connection with any settlement negotiations or the defense of each claim or action. If the indemnification provided for in this Section 6 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or claim omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall furnish be deemed to the indemnifying include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party all information reasonably available to the Indemnified Party, which relates to in connection with investigating or defending any such action or claim. The indemnifying party shall keep No person guilty of fraudulent misrepresentation (within the Indemnified Party fully apprised at all times as to the status meaning of Section 11(f) of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party Securities Act) shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall contribution from any person who was not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect guilty of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tofraudulent misrepresentation.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party, under Section 3.9(a) or 3.9(b), of notice of the commencement of any action, the indemnified party entitled to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will give written notice to shall notify the indemnifying party in writing of any matters giving rise to the commencement thereof, if a claim for indemnificationin respect thereof is to be made against an indemnifying party under any of these Sections; provided, that but the failure omission of any party entitled to indemnification hereunder to give such notice as provided herein shall not relieve the indemnifying party of its obligations from liability which it may have to the indemnified party under this Article 9 Section 3.9, except to the extent that the indemnifying party is actually prejudiced by such failure to give noticenotice and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 3.9. In case any action, proceeding or claim action is brought against an Indemnified Party in respect the indemnified party and it shall notify the indemnifying party of which indemnification is sought hereunderthe commencement thereof, the indemnifying party shall be entitled to participate in andin, unless in the reasonable judgment of counsel and to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimchooses, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that indemnified party, and after notice from the indemnifying party advises an Indemnified Party to the indemnified party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or actionchooses, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within 20 days after receiving notice from the indemnified party that the indemnified party believes it has failed to do so, or (ii) if the indemnified party who is a defendant in any action, claim action or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 which is also brought against the indemnifying party reasonably shall have concluded that there may be legal defenses available to the contraryindemnified party which are not available to the indemnifying party, or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded that there may be legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise be liable for any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toexpenses therefor.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Section 10.2 or 10.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost the expense of the indemnifying party. If the action is asserted against both the indemnifying party and expensethe indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. The indemnifying party shall not be liable for have no liability with respect to any compromise or settlement of any action, claim or proceeding affected action effected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party consent (which shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tounreasonably withheld).

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Section 9.2 or 9.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof thereof, subject to the provisions of this Section, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of the indemnifying party's election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section 9.2 or 9.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of such action with counsel reasonably satisfactory to the Indemnified Party. In indemnified party; provided, however, that the event fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) the named parties to such action (including any impleaded parties) include both the indemnified party and the indemnifying party and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notifyshall not, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, connection with any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay one such action or claim. In any event, unless and until separate but substantially similar or related actions in the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses same jurisdiction arising out of the defensesame general allegations or circumstances, settlement or compromise be liable for the reasonable fees and expenses of any such actionmore than one separate firm of attorneys for the indemnified party, claim or proceeding which firm shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party designated in connection with any settlement negotiations or defense of any such action or claim writing by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party). If the indemnifying party elects to defend assume the defense of such action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's written consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or claimany compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing provisions of this Section, then if an indemnified party determines in good faith that there is a reasonable probability that an action may adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the Indemnified Party shall be entitled indemnifying party, assume the exclusive right to participate in defend, compromise, or settle such defense with counsel of its choice at its sole cost and expense. The action, but the indemnifying party shall not be liable for bound by any determination of an action so defended or any compromise or settlement of any action, claim or proceeding affected thereof effected without its prior written consentconsent (which shall not be unreasonably withheld). Notwithstanding anything in It is further agreed that (i) any amounts to which an indemnified party is entitled under this Article 9 to the contrary, IX shall be paid by the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry upon request and (ii) upon its receipt of any judgment in respect thereof which imposes any future obligation on amount paid by an indemnifying party pursuant to this Article IX the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff indemnified party shall deliver to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities such documents as it may reasonably request assigning to the indemnifying party any and all rights the indemnified party may be subject tohave against third parties with respect to the claim for which indemnification is being received.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party entitled under Section8.2,8.4, or (to ------------------------------- indemnification the extent provided in the last sentence of Section8.3) Section8.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section8.9(a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in andwill, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such actionclaim involves Taxes, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall will not, without as long as it diligently conducts such defense, be liable to the Indemnified Party's prior written consentindemnified party under this Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving each case subsequently incurred by the claimant or indemnified party in connection with the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claimProceeding, other than reasonable costs of investigation. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or otherssettlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be subject toserved on Sellers with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any The procedure for indemnification ----------------------------- shall be as follows: (a) The party entitled to ------------------------------- claiming indemnification under this Article 9 (an the "Indemnified PartyClaimant") will shall give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of from which indemnification is sought hereunder(the "Indemnitor") promptly after the Claimant learns of any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless and failure to provide prompt notice shall not be deemed to jeopardize Claimant's right to demand indemnification, provided, that, Indemnitor is not prejudiced by the delay in receiving notice. If Indemnitor is prejudiced, the indemnifying party Claimant's right to indemnification shall be entitled to participate in and, unless in the reasonable judgment of counsel reduced according to the Indemnified Party extent of the prejudice caused by the delay. (b) With respect to claims between the parties, following receipt of notice from the Claimant of a conflict claim, the Indemnitor shall have 15 days to make any investigation of interest between it the claim that the 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 purpose of this investigation, the Claimant agrees to make available to the Indemnitor and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the indemnifying party Indemnitor cannot agree as to the validity and amount of the claim within the 15-day period, or lesser period if required by this Section (or any mutually agreed upon extension hereof) the Claimant may exist with respect seek appropriate legal remedies. (c) The Indemnitor shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such action, proceeding or claim, provided, that, Indemnitor acknowledges in writing to Claimant that Indemnitor would assume responsibility for and demonstrates its financial ability to satisfy the defense thereof with counsel reasonably satisfactory to claim should the Indemnified Partyparty asserting the claim prevail. In the event that the indemnifying party advises an Indemnified Party that it will Indemnitor shall not contest satisfy the requirements of the preceding sentence or shall elect not to undertake such a claim for indemnification hereunderdefense, or fails, within 30 15-days after notice of receipt of any indemnification notice to notify, in writing, such person of its election claim from the Claimant shall fail to defend, settle the Claimant shall have the right to undertake the defense, compromise or compromisesettlement 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 10.3 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 sole own cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects to participate in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, compromise or settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then (ii) the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party Indemnitor shall not, without the Indemnified PartyClaimant's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff to the Indemnified Party Claimant of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (biii) in the event that the Indemnitor undertakes defense of any liabilities claim consistent with this Section, the indemnifying party 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 the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to such claim. If any disagreement arises in the joint handling of the claim, the Indemnitor shall have the right to make the final determination consistent with the requirements of this section. (d) If any payment is made pursuant to this Section, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of Claimant, and Claimant shall assign to Indemnitor, for its use and benefit, any and all claims, causes of actions, and demands of whatever kind and nature that Claimant may be subject tohave against the person, firm, corporation or entity giving rise to the loss for which payment was made. Claimant agrees to reasonably cooperate in any efforts by Indemnitor to recover such loss from any person, firm, corporation or entity.

Procedure for Indemnification. Any party (a) All claims for indemnification by a Buyer Indemnified Party or any Seller Indemnified Party (collectively, the “Indemnified Persons”) pursuant to this Section 11 shall be made in accordance with the provisions of this Agreement. (b) If a Third Party asserts that an Indemnified Person is liable to such Third Party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Person may be entitled to ------------------------------- indemnification under pursuant to this Article 9 (an "Section 11, then such Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to Person may make a claim for indemnificationindemnification pursuant to this Section 11 and shall be reimbursed in accordance with the applicable provisions of this Agreement for any such Damages for which it is entitled to indemnification pursuant to this Section 11 (subject to the right of the indemnifying Party to dispute the Indemnified Person’s entitlement to indemnification under the applicable terms of this Agreement). (c) The Indemnified Person shall give prompt written notification to Seller Indemnifying Parties or Buyer, as the case may be, of the commencement of any Proceeding relating to a Third Party claim for which indemnification pursuant to this Section 11 may be sought; provided, however, that no delay on the failure part of the Indemnified Person in notifying Seller Indemnifying Parties or Buyer, as the case may be, shall relieve Seller Indemnifying Parties or Buyer, as the case may be, of any party entitled to indemnification liability or obligation hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent of any damage or liability caused by or arising out of such failure. Within thirty (30) days after delivery of such notification, Seller Indemnifying Parties or Buyer, as the case may be, may, upon written notice thereof to the Indemnified Person, assume control of the defense of such Proceeding provided Seller Indemnifying Parties or Buyer, as the case may be, acknowledges in writing to the Indemnified Person that any damages, fines, costs or other liabilities that may be assessed against the indemnifying party is actually prejudiced by Indemnified Person in connection with such failure to give notice. In case any action, proceeding or claim is brought against an Proceeding constitute Damages for which the Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party Person shall be entitled to participate in andindemnification pursuant to this Section 11. If Seller Indemnifying Parties do not or Buyer does not, unless in as the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party case may exist with respect be, so assume control of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out Person shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the defense, settlement or compromise status of any such action, claim or proceeding shall be losses subject to indemnification hereunderProceeding and the defense thereof. The Indemnified Party Person shall cooperate fully with the indemnifying party in connection with not agree to any settlement negotiations of such Proceeding without the prior written consent of Seller Indemnifying Parties or defense of any such action or claim by Buyer, as the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Partycase may be, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for unreasonably withheld. Seller Indemnifying Parties or Buyer, as the case may be, shall not agree to any settlement of any action, claim or proceeding affected such Proceeding without its the prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or othersPerson, and (b) any liabilities the indemnifying party may which shall not be subject tounreasonably withheld.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party entitled under Section 10.2, 10.4, or (to ------------------------------- indemnification the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 10.9(a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in andwill, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such actionclaim involves Taxes, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall will not, without as long as it diligently conducts such defense, be liable to the Indemnified Party's prior written consentindemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving each case subsequently incurred by the claimant or indemnified party in connection with the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claimProceeding, other than reasonable costs of investigation. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or otherssettlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). In the event an indemnified party asserts rights under this Section 10.9(c) then, and in such event, the indemnified party shall bear and pay all costs and expenses (including attorneys' fees and disbursements) incurred by such indemnified party. (d) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be subject toserved on Sellers with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by the Indemnified Persons under Section 9.2 of notice of the commencement of any Proceeding against it, such Indemnified Persons will, if a claim is to be made against an indemnifying party entitled to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any Indemnified Persons, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 9.5(a) is brought against an the Indemnified Party in respect Persons and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in andwill, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such actionclaim involves Taxes, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any actionProceeding and, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, extent that it wishes (unless (i) the indemnifying party shall not, without is also a party to such Proceeding and the Indemnified Party's prior written consentPersons determine in good faith that joint representation would be inappropriate, settle or compromise any claim or consent (ii) the indemnifying party fails to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff provide reasonable assurance to the Indemnified Party of a release from all liability in its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such claim. The indemnity agreements contained herein shall be in addition Proceeding with counsel satisfactory to (a) any cause of action or similar rights of the Indemnified Party against indemnified Persons and, after notice from the indemnifying party to the Indemnified Persons of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Persons under this Section 9.5 for any fees of other counsel or othersany other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Persons in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Persons' consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Persons, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the Indemnified Persons will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the Indemnified Persons' notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Persons. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be subject toentitled to indemnification under this Agreement, the Indemnified Persons may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. Any (a) Within ten Business Days after discovery or notice of a breach or receipt by a Party of a Third-Party Claim, the indemnified party entitled shall, if a claim in respect thereof is to ------------------------------- indemnification be made against the indemnifying Party under this Article 9 (an "Indemnified Party") will give written article, deliver a claim notice to the indemnifying party of any matters giving rise to a claim for indemnificationParty; provided, that but the failure of any party entitled to indemnification hereunder to give notice as provided herein so notify the indemnifying Party shall not relieve the indemnifying party Party of its indemnification obligations under this Article 9 except to the extent that such failure materially prejudiced the ability of the indemnifying Party to defend the action or claim. If any Third-Party Claim is made against the indemnified party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified and the indemnified party notifies the indemnifying Party in respect of which indemnification is sought hereunderthe commencement thereof, the indemnifying party Party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it therein and the indemnifying party may exist with respect of such action, proceeding or claim, elect to assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnified indemnified Party. The indemnified party shall have the right to employ separate counsel in any action or claim and to participate in the defense thereof at its own expense; provided such separate counsel may be retained at the expense of the indemnifying Party (i) if the retention of such counsel has been specifically authorized by the indemnifying Party, (ii) if in the reasonable opinion of the indemnified party its interests may differ from those of the indemnifying Party, (iii) if the indemnifying Party fails to take reasonable steps to diligently defend such claim or (iv) if the indemnifying Party has not undertaken to fully indemnify the indemnified party in respect of all Damages relating to the matter. (b) Subject to the indemnifying Party’s right to defend in good faith Third-Party Claims as provided in this Section, the indemnifying Party shall satisfy its obligations under this article within 20 Business Days after receipt of a claim notice therefor. (c) The indemnifying Party shall not settle or compromise any Third-Party Claim unless (i) the indemnified party consents (which consent shall not be unreasonably withheld if such settlement or compromise includes no admission or concession of wrongdoing by the indemnified Party) or (ii) the indemnified party is given a full and complete release of any and all liability by all relevant parties relating to such Third-Party Claim. (d) In the event that the indemnifying Party reimburses the indemnified party advises an Indemnified for any Third-Party that it will not contest such a claim for indemnification hereunderClaim, or failsthe indemnified party shall remit to the indemnifying Party any reimbursement, within 30 days of receipt net of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's all costs and expenses arising out of collecting such reimbursement, that the defense, settlement or compromise of indemnified party subsequently actually receives from any other Person for such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Third-Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toClaim.

Procedure for Indemnification. Any party Person entitled to ------------------------------- indemnification under this Article 9 ----------------------------- hereunder shall (an "Indemnified Party"i) will give prompt written notice to the indemnifying party of any matters giving rise claim with respect to a claim for indemnification; provided, which it seeks indemnification (provided that the failure of to give prompt notice shall not impair any party entitled Person's right to indemnification hereunder to give notice as provided herein shall the extent such failure has not relieve prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of its obligations under this Article 9 except such claim with counsel reasonably satisfactory to the extent that the indemnifying party indemnified party. If such defense is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderassumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to participate in andpay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of counsel to the Indemnified Party any indemnified party a conflict of interest between it and the indemnifying party may exist between such indemnified party and any other of such indemnified parties with respect to such claim. Notwithstanding anything in this Section 5(C) to the contrary, in the event the Company determines, in good faith, that a claim materially affects the interests of the Company, the Company may solely control the defense of such action, proceeding or claim, to assume the defense thereof claim with counsel reasonably satisfactory to the Indemnified PartyCompany. In the event that the indemnifying Company is an indemnified party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice pursuant to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarySection V, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying -6- party may be subject toto liability if the Company settles a claim in good faith and in a reasonable manner.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 7, shall, promptly after receipt of notice to of the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of the commencement thereof. The omission of any matters giving rise indemnified party so to a claim for indemnification; provided, that the failure notify an indemnifying party of any party entitled to indemnification hereunder to give notice as provided herein such action shall not relieve the indemnifying party from any liability in respect of its obligations under such action that it may have to such indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Article 9 Section 7, except to the extent that the indemnifying party was or is actually prejudiced by thereby, and in no event shall relieve the indemnifying party from any other liability that it may have to such failure indemnified party to give noticethe extent the indemnifying party has not actually been prejudiced thereby. In case any action, proceeding or claim is such action shall be brought against any indemnified party and such indemnified party shall notify an Indemnified Party in respect indemnifying party of which indemnification is sought hereunderthe commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party. If the indemnifying party so assumes the defense thereof, it may not agree to any settlement of any such action as the result of which any remedy or relief, other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the indemnified party, without the prior written consent of the indemnified party. An indemnifying party may not assume or jointly assume the defense of an action if in andthe reasonable judgment of the indemnified party a conflict of interest may exist between the indemnifying party and such indemnified party with respect to such action. An indemnifying party who is not entitled to, who elects not to, or who has not appointed counsel reasonably satisfactory to the indemnified party within a reasonable time to, assume the defense of an action shall be obligated to pay the fees and expenses of counsel for the indemnified party; PROVIDED, HOWEVER, that the indemnifying party shall not be obligated to pay the fees and the expenses of more than one counsel (plus local counsel if necessary) for all parties who may be indemnified by such indemnifying party with respect to such action, unless in the reasonable judgment of counsel to the Indemnified Party any indemnified party a conflict of interest exists between it such indemnified party and the indemnifying any other indemnified party may exist with respect of to such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects does not assume the defense of an action, it shall be bound by any settlement to defend any such which the indemnified party agrees, irrespective of whether the indemnifying party consents thereto; PROVIDED, HOWEVER, that if the indemnifying party does not assume the defense of an action or claimbecause of a conflict of interest that prevented it from doing so, then the Indemnified Party indemnifying party shall be bound by any settlement to which the indemnified party agrees and to which the indemnifying party consents (which consent shall not be unreasonably withheld). If any settlement of any claim is effected by the indemnified party prior to commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing thereto. In any action with respect to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be entitled to participate in such the defense thereof, with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any actionown choice; PROVIDED, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contraryHOWEVER, that the indemnifying party shall not, without be relieved of the Indemnified Party's prior written consent, settle or compromise any claim or consent obligation hereunder to entry of any judgment in respect thereof which imposes any future obligation on reimburse the Indemnified Party or which does not include, as an unconditional term thereof, indemnified party for the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect costs of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tocounsel.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 7 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, provided that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent (and only to the extent) that the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In indemnified party, but only upon written acknowledgment from the event indemnified party that the matter for which the defense is assumed is an indemnifiable obligation of the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification under this Agreement. After notice from the indemnifying party to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel that a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses arising out of one such separate counsel for all such indemnified parties shall be paid by the defenseindemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement or compromise of any such action, claim or proceeding action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be losses subject responsible hereunder, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to indemnification hereunderwhich the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. The Indemnified Party In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in connection with any settlement negotiations or the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or claim omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in Uniview. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall furnish be deemed to the indemnifying include, for purposes of this paragraph, any legal or other expenses reasonably incurred by such indemnified party all information reasonably available to the Indemnified Party, which relates to in connection with investigating or defending any such action or claim. The indemnifying party shall keep No person guilty of fraudulent misrepresentation (within the Indemnified Party fully apprised at all times as to the status meaning of Section 11(f) of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party Securities Act) shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall contribution from any person who was not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect guilty of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tofraudulent misrepresentation.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 7 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, PROVIDED that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses of one such separate counsel for all such indemnified parties shall be paid by the indemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement of any action, such claim or proceeding affected action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be responsible hereunder, without its the prior written consentconsent of the indemnified party, which consent shall not be unreasonably withheld. Notwithstanding anything in this Article 9 In any action hereunder as to which the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the contraryindemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not, without not be obligated hereunder to reimburse the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on indemnified party for the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.costs

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Sections 11.3 or 11.4 of notice of the commencement of any action for which indemnification is available under Sections 11.3, 11.4, 11.5 and 11.6, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimshall wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that such indemnified party and, after notice from the indemnifying party advises an Indemnified Party that it will not contest to such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person indemnified party of its election so to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or actionthereof, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any action, claim violation of law or proceeding affected any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its prior written consentconsent (which shall not be unreasonably withheld). Notwithstanding anything in this Article 9 If notice is given to an indemnifying party of the commencement of any action and it does not, within ten days after the indemnified party's notice is given, give notice to the contraryindemnified party of its election to assume the defense thereof, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle be bound by any determination made in such action or any compromise any claim or consent to entry of any judgment in respect settlement thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving effected by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toindemnified party.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Section 5.7(a) or 5.7(b) of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost the expense of the indemnifying party. If the action is asserted against both the indemnifying party and expense. The the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for any settlement paying for more than one separate firm of any attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, claim (a) no compromise or proceeding affected settlement thereof may be effected by the indemnifying party without its prior the indemnified party's written consent. Notwithstanding anything consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in this Article 9 to full by the contrary, indemnifying party and (b) the indemnifying party shall not, have no liability with respect to any compromise or settlement thereof effected without the Indemnified Party's prior its written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof (which imposes any future obligation on the Indemnified Party or which does shall not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tounreasonably withheld).

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 7 (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 7 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected effected without its prior written consent. Notwithstanding anything in this Article 9 7 to the contrary, the indemnifying party shall not, without the Indemnified Party's ’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 (an "“Indemnified Party"”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's ’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's ’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 X (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 X except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected effected without its prior written consent. Notwithstanding anything in this Article 9 X to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any party entitled to ------------------------------- (i) The Party seeking indemnification under this Article 9 (an the "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder agrees to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which from whom indemnification is sought hereunder, (the indemnifying party shall be entitled "Indemnifying Party") prompt written notice of any claims with respect to participate in and, unless in which the reasonable judgment of counsel Indemnifying Party has agreed to indemnify the Indemnified Party a conflict under Section 8(b) and Section 8(c). Upon request, the Indemnified Party shall give the Indemnifying Party access to such information possessed by the Indemnified Party as the Indemnifying Party reasonably requests relating to such claim. (ii) The Indemnified Party shall initially undertake the defense of interest between it and any third party claim (at the expense of the Indemnifying Party) until the Indemnifying Party has acknowledged in writing that the Indemnifying Party is indemnifying party may exist the Indemnified Party with respect of to such action, proceeding or claim, whether or not involving litigation, at which point the Indemnifying Party will be entitled to assume the defense thereof with counsel reasonably satisfactory to of such claim; provided that the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of may at any indemnification notice to notify, in writing, such person of its election to defend, settle or compromisetime, at its sole cost and expenseelection, any action, proceeding or claim participate (or discontinues including through representation by attorneys of its defense at any time after it commences own) in such defense), then the Indemnified Party may, ; provided that such participation shall be at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs own expense unless the named parties to such claim (including any impleaded parties) include both the Indemnified Party and expenses the Indemnifying Party and the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, it being understood, however, that in such case the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the defensesame general allegations or circumstances, settlement or compromise be liable for the reasonable fees and expenses of any such actionmore than one separate firm of attorneys. At the Indemnifying Party's reasonable request, claim or proceeding shall be losses subject to indemnification hereunder. The the Indemnified Party shall will cooperate fully with the indemnifying party Indemnifying Party in the preparation of such defense if the Indemnifying Party reimburses the Indemnified Party for the reasonable expenses incurred in connection with any settlement negotiations or defense of such request. The Indemnifying Party shall not settle any such action or claim by for consideration other than money without the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep prior written consent of the Indemnified Party fully apprised at all times as to and the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Indemnifying Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the prior written consent of the 57 Indemnified Party's prior written consent, settle or compromise any claim or consent to the entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which that does not include, include as an unconditional term thereof, thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim (or, if the claims by the claimant or plaintiff are broader than the Indemnifying Party's indemnification obligation, in respect of such portion of such claim to which the Indemnifying Party has an indemnification obligations under this Section 8.) The Indemnifying Party contesting or defending a third party claim shall afford to the Indemnified Party and its counsel an opportunity to be present (as long as no participant to such conferences objects) in conferences with all persons, including governmental authorities, asserting such claims and conferences with representatives or counsel for such persons at such other party's sole cost and expense. (iii) If the Indemnifying Party does not assume the defense of a third party claim in a timely manner, then the Indemnified Party may do so upon reasonable notice to the Indemnifying Party. Reasonable attorneys' fees and court costs incurred by the Indemnified Party for such defense shall, without duplication be included as Adverse Consequences for which the Indemnifying Party is responsible to the extent otherwise provided in this Agreement. (iv) Notwithstanding anything contained herein, if the subject matter of the third party claim relates materially to the ongoing business of the Buyer (as opposed to the mere payment of money damages) and if, were such claim to the adversely decided against the Buyer its ongoing business would be adversely affected (whether or not the amount of such claim was fully satisfied), then the Buyer alone shall be entitled, at the Company's sole cost and expense, to assume the defense of such claim. The indemnity agreements contained herein Company and the Principal Shareholders may participate in the defense of any such claim at their sole cost and expense but the Buyer shall have full authority to determine all actions to be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject totaken with respect thereto.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled to ------------------------------- indemnification under this Article 9 Section 8.4 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8.4, deliver to the indemnifying party a written notice of commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an "Indemnified Party") will give indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party of any matters giving rise to within a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense commencement of any such action or claim by the shall relieve such indemnifying party and shall furnish of any liability to the indemnified party under this Section 8.4 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party all information reasonably available will not relieve it of any liability that it may have to the Indemnified Party, which relates to such action or claimany indemnified party other than under this Section 8.4. The indemnifying party indemnification required by this Section 8.4 shall keep the Indemnified Party fully apprised at all times as to the status be made by periodic payments of the defense or any settlement negotiations with respect thereto. If amount thereof during the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights course of the Indemnified Party against the indemnifying party investigation or othersdefense, and (b) any liabilities the indemnifying party may be subject topromptly as such expense, loss, damage or liability is incurred.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph ----------------------------- (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 8 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, provided that the failure of any to -------- notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 8, except to the extent the indemnifying party was prejudiced by such failure, and in no event shall such failure relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its -------- officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses arising out of one such separate counsel for all such indemnified parties shall be paid by the defenseindemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement or compromise of any such action, claim or proceeding action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be losses subject responsible hereunder, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to indemnification hereunderwhich the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. The Indemnified Party In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 8 shall for any reason be unavailable to an indemnified party in respect of any claim, liability, loss, damage, expense or judgment in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such claim, liability, loss, damage, expense or judgment in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the claim, liability, loss, damage, expense or judgment in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any settlement negotiations legal or defense of other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim by claims. No person guilty of fraudulent misrepresentation (within the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status meaning of Section 11(f) of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party Securities Act) shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall contribution from any person who was not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect guilty of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tofraudulent misrepresentation.

Procedure for Indemnification. Any (a) In order for a party (the "indemnified party") to be ----------------- entitled to ------------------------------- any indemnification provided for under this Article 9 Agreement in respect of, arising out of or involving a claim or demand, made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify ----------------- the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification -------- ------- shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such 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). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (i) If a Third Party Claim is made against an "Indemnified Party"indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel reasonably is -------- not objected to by the indemnified party; and provided, further, that the -------- ------- indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third Party Claim, the indemnified party (x) will give cooperate in all reasonable respects with the indemnifying party in - connection with such defense, (y) will not admit any liability with respect to, - or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (z) will 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 indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party shall not be entitled to assume the defense of any matters giving rise to a Third Party Claim (and shall be liable for attorneys' fees and expenses incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for indemnificationmoney damages and which, if successful, would adversely affect the business, operations or properties of the indemnified party; provided, however, that if such equitable relief portion -------- ------- of the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent Third Party Claim can be so separated from that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderfor money damages, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject portion relating to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tomoney damages.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 VI (an "Indemnified Party") will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected effected without its prior written consent. Notwithstanding anything in this Article 9 VI to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by an Indemnified Person under SECTION 11.2 of notice of the commencement of any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, public or private) commenced, brought, conducted or heard by or before or otherwise involving any governmental body or arbitrator (a "Proceeding") against it, such Indemnified Persons will, if a claim is to be made against an indemnifying party entitled to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will ARTICLE XI, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such Proceeding, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any Indemnified Persons, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in SECTION 11.6 is brought against an Indemnified Party in respect Persons and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the 37 indemnifying party is also a party to such Proceeding and the Indemnified Persons determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Persons of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Persons and, after notice from the indemnifying party to the Indemnified Persons of its choice at its sole cost and expense. The election to assume the defense of such Proceeding, the indemnifying party shall not will not, as long as it diligently conducts such defense, be liable to the Indemnified Persons under this ARTICLE XI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Persons in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Persons' consent unless (A) there is no finding or admission of any actionviolation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Persons, claim and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnifying party will have no liability with respect to any compromise or proceeding affected settlement of such claims effected without its prior written consent. Notwithstanding anything in this Article 9 If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the Indemnified Persons' notice is given, give notice to the contraryIndemnified Persons of its election to assume the defense of such Proceeding, the indemnifying party shall not, without will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party's prior written consentPersons. (c) Notwithstanding the foregoing, settle if an Indemnified Persons determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or compromise any claim its affiliates or consent advisors other than as a result of monetary damages for which it would be entitled to entry of any judgment in respect thereof which imposes any future obligation on indemnification under this Agreement, the Indemnified Party or which does not includePersons may, as an unconditional term thereof, the giving by the claimant or the plaintiff notice to the Indemnified Party of a release from all liability in respect of indemnifying party, assume the exclusive right to defend, compromise, or settle such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or othersany compromise or settlement effected without its prior written consent (which may not be unreasonably withheld). (d) With respect to any Proceeding subject to indemnification under this ARTICLE XI: (i) both the Indemnified Persons and the indemnifying party, as the case may be, shall keep the other party fully informed of the Proceeding at all stages thereof where such party is not represented by its own counsel, and (bii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any liabilities Proceeding brought by any third party. (e) With respect to any Proceeding subject to indemnification under this ARTICLE XI, the indemnifying parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in any Proceeding in which it has assumed or participated in the defense, to avoid production of confidential business records (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Proceeding shall, to the extent possible, be made so as to preserve any applicable attorney-client work-product privilege. (f) PROCEDURE FOR INDEMNIFICATION -- OTHER CLAIMS. A claim for indemnification for any matter not involving a third party claim may be subject toasserted by notice to the party from whom indemnification is sought.

Procedure for Indemnification. Any As soon as reasonably practicable after receipt by a party entitled indemnified pursuant to ------------------------------- indemnification under this Article 9 Agreement (an "Indemnified Party"') will give written of notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party Loss in respect of which a party providing indemnification is sought hereunder(an "Indemnifying Party") may be liable under this Section, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense shall give notice thereof with counsel reasonably satisfactory to the Indemnified Indemnifying Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the The Indemnified Party may, at its option, defendclaim indemnity under this Section as soon as a claim has been threatened by a third party, settle regardless of whether an actual Loss has been suffered, so long as counsel for such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable or otherwise compromise or pay incur a Loss as a result thereof and shall give notice of such action or claimdetermination to the Indemnifying Party. In any eventThe Indemnified Party shall permit the Indemnifying Party, unless at the Indemnifying Party's option and until the indemnifying party elects in writing expense, to assume and does so assume the defense of any such claim, proceeding or action, claim by counsel mutually and reasonably satisfactory to the Indemnifying Party and the Indemnified Party's costs , and expenses arising out to settle or otherwise dispose of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The same; provided however that the Indemnified Party may at times participate in such defense at the Indemnified Party `s expense; and provided, further that the Indemnifying Party shall cooperate fully with the indemnifying party not, in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish claim, consent to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes or enter into any future obligation on the Indemnified Party or which settlement (1) that does not include, include as an unconditional term thereof, thereof of the giving by the claimant or the plaintiff in question to the Indemnified Party and its subsidiaries of a release from of all liability liabilities in respect of such claimclaims, or (2) that provides for injunctive or other non-monetary relief affecting the Indemnified Party. The indemnity agreements contained herein shall be in addition If the Indemnifying Party does not promptly assume the defense of such claim irrespective of whether such inability is due to (a) any cause of action or similar rights the inability of the Indemnified Party against and the indemnifying party Indemnifying Party to mutually agree as to the choice of counsel, or othersif, under applicable standards of professional conduct, a conflict or potential conflicts of interest exists between the Indemnified Party and (b) any liabilities the indemnifying party Indemnifying Party, then the Indemnified Party may assume such defense and be subject toentitled to indemnification and prompt reimbursement -from the Indemnifying Party for its costs and expenses incurred in connection therewith, including without limitation, reasonable attorneys' fees and expenses. Such fees and expenses shall be reimbursed to the Indemnified Party as soon as practicable after submission of invoices to the Indemnifying Party.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 (an "a) Within a reasonable period of time after the incurrence of any losses by any Indemnified Party") will give written notice Party and prior to the indemnifying party expiration of any matters giving applicable survival period, including any losses by a third person described below, which might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (the “Indemnifying Party”) a claim for indemnification; providedcertificate (the “Certificate”), which Certificate shall: (i) state that the failure of any party Indemnified Party has paid or properly accrued losses or anticipates that it will incur liability for losses for which such Indemnified Party is entitled to indemnification hereunder pursuant to give notice as provided herein this Agreement; and (ii) specify in reasonable detail each individual item of loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (b) In the event that the Indemnifying Party shall not relieve the indemnifying party of its obligations under this Article 9 except object to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against indemnification of an Indemnified Party in respect of which indemnification is sought hereunderany claim or claims specified in any Certificate, the indemnifying party shall be entitled to participate in andIndemnifying Party shall, unless in within thirty (30) business days after receipt by the reasonable judgment Indemnifying Party of counsel such Certificate, deliver to the Indemnified Party a conflict of interest between it notice to such effect and the indemnifying party may exist Indemnifying Party and the Indemnified Party shall, within the thirty (30) business day period beginning on the date of receipt by the Indemnified Party of such objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such action, proceeding or claim, claims to assume which the defense thereof with counsel reasonably satisfactory to Indemnifying Party shall have so objected. If the Indemnified Party. In Party and the event that Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, the indemnifying party advises an Indemnified Party that it will not contest and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such a claim for indemnification hereunder, agreement. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular item or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle items or compromise, at its sole cost and expense, any action, proceeding amount or claim (or discontinues its defense at any time after it commences such defense)amounts, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay and the Indemnifying Party shall submit such action or claimdispute for arbitration in accordance with Section 12.4. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding There shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any no restriction on such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times arbitrator as to the status award of costs related to the arbitration being payable by the losing party. (c) claims for losses specified in any Certificate to which an Indemnifying Party shall not object in writing within the thirty (30) business day period of receipt of such Certificate, claims for losses the validity and amount of which have been the subject of arbitration as described above, or shall have been settled with the consent of the defense or Indemnifying Party, as described below, are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) business days of the determination of the amount of any settlement negotiations with respect thereto. If Agreed Claims, the indemnifying party elects to defend any such action or claim, then the Indemnified Indemnifying Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff pay to the Indemnified Party of a release from all liability an amount equal to the Agreed Claim by wire transfer in respect of such claim. The indemnity agreements contained herein shall be in addition immediately available funds to (a) any cause of action the bank account or similar rights of accounts designated by the Indemnified Party against in a notice to the indemnifying party or others, and Indemnifying Party not less than two (b2) any liabilities the indemnifying party may be subject tobusiness days prior to such payment.

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 IX (an "“Indemnified Party"”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 IX except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected effected without its prior written consent. Notwithstanding anything in this Article 9 IX to the contrary, the indemnifying party shall not, without the Indemnified Party's ’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any (a) An indemnified party entitled to ------------------------------- under Section 8.2 or 8.3, as the case may be (an “Indemnified Person”) that has (or believes that it has) a claim for indemnification under this Article 9 (an "Indemnified Party") will VIII, other than a claim for indemnification that involves a third party claim, shall give written notice to Buyer or the indemnifying party Shareholders’ Committee, as applicable (each, an “Indemnifying Person”, as applicable) (a “Claim Notice”), requesting indemnification and describing in reasonable detail to the extent then known the nature of any matters giving rise the indemnification claim being asserted by the Indemnified Person, providing therein an estimate of the amount of Damages attributable to the claim to the extent feasible (which estimate may be but shall not necessarily be conclusive of the final amount of such claim), and also providing therein the basis for and factual circumstances surrounding the Indemnified Person’s request for indemnification under this Article VIII. The Indemnifying Person shall, within thirty (30) days after its receipt of a Claim Notice, notify the Indemnified Person in writing as to whether the Indemnifying Person admits or disputes the claim described in the Claim Notice. If the Indemnifying Person gives written notice that it admits the indemnification claim described in such Claim Notice, then the Indemnified Person shall be entitled to indemnification pursuant to the provisions of this Article VIII, and subject to the limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Person notifies the Indemnified Person in writing that it disputes such claim for indemnification; provided, or that it admits the failure entitlement of any party entitled the Indemnified Person to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 VIII with respect thereto but disputes the amount of the Damages in connection therewith, or if the Indemnifying Person fails to notify the Indemnified Person within such thirty (30) day period that it either admits or disputes such claim for indemnification, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Person and the Indemnifying Person or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Person or the Indemnified Person, or by any other mutually agreeable method. Payment of all amounts determined pursuant to this Section 8.7 to be owed to a Buyer Indemnified Person shall be made (y) by the Escrow Agent, first to the extent of the Escrow Consideration, upon the written instruction for the making of such payment by both the Shareholders’ Committee and Buyer, and/or (z) after the Escrow Consideration is exhausted, by the Sellers by wire transfer to an account specified by Buyer, in each case within ten (10) days after (i) the making of a binding settlement approved by the Shareholders’ Committee and Buyer, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Buyer and the Shareholders’ Committee. Payment of all amounts determined pursuant to this Section 8.7(a) to be owed to a Seller Indemnified Person shall be made by Buyer within ten (10) days after (i) the making of a binding settlement approved by the Shareholders’ Committee and Buyer, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Buyer and the Shareholders’ Committee. (b) If a claim is asserted against an Indemnified Person by a person other than a party to this Agreement and is based on factual allegations which, if true, would entitle the Indemnified Person to indemnification under Section 8.2 or 8.3 (any such claim is a “Third Party Claim”), the Indemnified Person against whom the Third Party Claim is asserted shall give a Claim Notice to the Indemnifying Person of the assertion of such Third Party Claim, describing in such notice in reasonable detail to the extent then known the nature of the Third Party Claim and the factual basis and circumstances surrounding same and estimating the amount of Damages attributable to such Third Party Claim to the extent feasible (which estimate shall not be conclusive of or binding as to the final amount of such indemnification claim). A copy of all papers served on or received by the Indemnified Person with respect to such Third Party Claim, if any, shall be attached to the Claim Notice. The failure of an Indemnified Person to properly deliver a Claim Notice to the Indemnifying Person shall not defeat or prejudice the indemnification rights under this Article VIII of such Indemnified Person with respect to the related Third Party Claim unless and except to the extent that the indemnifying party resulting delay is actually prejudiced materially prejudicial to the defense of the Third Party Claim or the amount of Damages associated therewith. Within fifteen (15) days after receipt of any Claim Notice with respect to a Third Party Claim (the “Election Period”), the Indemnifying Person shall notify the Indemnified Person who provided the Claim Notice in writing that the Indemnifying Person either (i) disputes the right of the Indemnified Person to indemnification under this Article VIII with respect to that Third Party Claim, or (ii) admits the right of the Indemnified Person to indemnification under this Article VIII with respect to Damages arising in connection with that Third Party Claim. The failure of the Indemnifying Person to respond to the Indemnified Person within such fifteen (15) day period after receipt of a Claim Notice by the Indemnifying Person shall be deemed to constitute a response by the Indemnifying Person that it denies the right of such failure Indemnified Person to give notice. In case any action, proceeding or claim is brought against indemnification under this Article VIII with respect to that Third Party Claim. (c) If the Indemnifying Person admits that an Indemnified Person is entitled to indemnification under this Article VIII with respect to a Third Party Claim, then in respect such event (i) the Indemnifying Person shall vigorously defend the Third Party Claim with counsel approved by the Indemnified Person (which approval shall not be unreasonably withheld), and (ii) the Indemnifying Person shall not enter into any settlement of the Third Party Claim unless such settlement is approved in writing by the Indemnified Person (which indemnification approval may not be unreasonably withheld or delayed). (If the Shareholders’ Committee is sought hereunderthe Indemnifying Person defending a Third Party Claim, the indemnifying party costs and expenses of such defense shall be payable by (or the Shareholders’ Committee shall be entitled to participate in and, unless in reimbursement therefor upon demand to) the reasonable judgment of counsel Escrow Agent from the funds held pursuant to the Indemnified Party a conflict of interest between it Escrow Agreement, and Buyer and the indemnifying party may exist with respect of such action, proceeding or claim, to assume Shareholders’ Committee shall each so instruct the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects Escrow Agent in writing to assume and does so assume that effect.) If the defense Indemnifying Person disputes the right of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject Person to indemnification hereunder. The Indemnified Party shall cooperate fully under this Article VIII with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish respect to the indemnifying party all information reasonably available to Third Party Claim described in a Claim Notice, then in such event (i) the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep Person may defend the Indemnified Third Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense Claim with counsel of its choice and may enter into a settlement thereof without seeking or obtaining approval of the Indemnifying Person as to counsel employed or for the making of such settlement, and (ii) the amount of damages incurred by the Indemnified Person in connection with such Third Party Claim, and the Indemnified Person’s right to indemnification under this Article VIII with respect thereto, shall be a disputed indemnification claim to be resolved by settlement between the Indemnifying Person and the Indemnified Person, or by appropriate proceedings in any court of competent jurisdiction. Payment of all amounts determined pursuant to this subsection (c) to be owed to a Buyer Indemnified Person shall be made (y) by the Escrow Agent, first to the extent of the Escrow Consideration, upon the written instruction for the making of such payment by both the Shareholders’ Committee and Buyer, and/or (z) after the Escrow Consideration is exhausted, by the Sellers by wire transfer to an account specified by Buyer, in each case within ten (10) days after (i) the making of a binding settlement approved in writing by the Shareholders’ Committee and the Buyer Indemnified Person, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Shareholders’ Committee and the Buyer Indemnified Person. Payment of all amounts determined pursuant to this Section 8.7(c) to be owed to a Seller Indemnified Person shall be made by Buyer, within ten (10) days after (i) the making of a binding settlement, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Shareholders’ Committee and the Buyer Indemnified Person. (d) With respect to any third-party claim subject to indemnification under this Article VIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its sole cost own counsel, and expense. The indemnifying party (ii) the Indemnified Person and Indemnifying Person shall not be liable for any settlement render to each other such assistance as they may reasonably require of each other and cooperate in good faith with each other in order to ensure the proper and adequate defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in third-party claim. (e) With respect to any Third Party Claim subject to indemnification under this Article 9 VIII, the Parties shall cooperate in such a manner as to preserve in full (to the contraryextent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, the indemnifying each party shall notagrees that: (i) it will use its reasonable best efforts, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be any third-party claim in addition which it has assumed or has participated in the defense, to avoid production of confidential information (a) any cause consistent with applicable law and rules of action or similar rights of the Indemnified Party against the indemnifying party or othersprocedure), and (bii) all communications between any liabilities Parties hereto and counsel responsible for or participating in the indemnifying party may defense of any Third Party Claim will, to the extent possible, be subject tomade so as to preserve any applicable attorney-client or work-product privilege.

Procedure for Indemnification. Any (a) In order for a party (the "indemnified party") to be entitled to ------------------------------- any indemnification provided for under this Article 9 Agreement in respect of, arising out of or involving a claim or demand, made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such 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). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (i) If a Third Party Claim is made against an "Indemnified Party"indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, such counsel is not reasonably objected to by the indemnified party; and provided, further, that the indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third Party Claim, the indemnified party (x) will give cooperate in all reasonable respects with the indemnifying party in connection with such defense, (y) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (z) will 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 indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party shall not be entitled to assume the defense of any matters giving rise to a Third Party Claim (and shall be liable for counsel's fees and expenses incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for indemnificationmoney damages and which, if successful, would adversely affect the business, operations or properties of the indemnified party; provided, however, that if such equitable relief portion of the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent Third Party Claim can be so separated from that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderfor money damages, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject portion relating to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tomoney damages.

Procedure for Indemnification. Any 12.4.1 Promptly after receipt by an indemnified party entitled or of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . 12.4.2 If any action, proceeding or claim such Proceeding is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in andwill, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such actionclaim involves Taxes, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall will not, without as long as it diligently conducts such defense, be liable to the Indemnified Party's prior written consentindemnified party under this Section for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving each case subsequently incurred by the claimant or indemnified party in connection with the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claimProceeding, other than reasonable costs of investigation. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or otherssettlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. 12.4.3 Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be subject toentitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. Any THIRD-PARTY CLAIMS (a) Promptly after receipt by an indemnified party entitled under Section 10.2, 10.3 or 10.4 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party’s failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 10.9(a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall will be entitled to participate in such Proceeding and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwishes, to assume the defense thereof of such Proceeding with counsel reasonably satisfactory to the Indemnified Party. In the event that indemnified party and, after notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or actionProceeding, the Indemnified Party's costs and expenses arising out of the indemnifying party will not, as long as it diligently conducts such defense, settlement be liable to the indemnified party under this Section 10 for any fees of other counsel or compromise any other expenses with respect to the defense of any such actionProceeding, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with in each case subsequently incurred by the indemnifying indemnified party in connection with any settlement negotiations or the defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified PartyProceeding, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status other than reasonable costs of the defense or any settlement negotiations with respect theretoinvestigation. If the indemnifying party elects assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to defend any compromise or settlement of such action or claimclaims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, then within 20 days after the Indemnified Party shall be entitled indemnified party’s notice is given, give notice to participate in such defense with counsel the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall not, without will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Party's prior written consent, settle or compromise Person for purposes of any claim or consent that an Indemnified Person may have under this Agreement with respect to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant such Proceeding or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or othersmatters alleged therein, and (b) any liabilities the indemnifying party agree that process may be subject toserved on Seller with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any party entitled to ------------------------------- (a) An Indemnified Party shall give written notice (the "Claim Notice") of any Claim for indemnification under this Article 9 VIII to the Escrow Agent, and the indemnifying parties reasonably promptly after the assertion against an Indemnified Party of any claim by a third party (an a "Indemnified PartyThird Party Claim") will give written notice or, if such Claim is not in respect of a Third Party Claim, reasonably promptly after the discovery of facts on which the Indemnified Party intends to the indemnifying party of any matters giving rise base a Claim for indemnification pursuant to a claim for indemnificationArticle VIII; provided, however, that the failure of any party entitled or delay to indemnification hereunder to give notice as provided herein so notify the Escrow Agent and the indemnifying parties shall not relieve the indemnifying party parties of its obligations under this Article 9 any obligation or liability that the indemnifying parties may have to the Indemnified Party except to the extent extent, and only to the extent, that the indemnifying party parties demonstrate that the indemnifying parties' ability to defend or resolve such Claim is actually prejudiced materially adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based (to the extent then known by the Indemnified Party) and shall specify how such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect intends to recover such funds pursuant to this Agreement and the basis for the determination of the amount which indemnification is sought hereunderthe Indemnified Party intends to recover. Notwithstanding the foregoing, any Claim Notice submitted by Parent Indemnified Parties or Parent as indemnifying party to the Shareholder Representative shall be deemed to have been delivered to the Shareholder Indemnified Parties or the Shareholders as indemnifying parties upon delivering of such Claim Notice to the Shareholder Representative. (b) If, within 30 days of the effective date under this Agreement of a Claim Notice, the indemnifying party contests in writing to the Indemnified Party and the Escrow Agent that Losses identified in such Claim Notice constitute indemnifiable Claims (the "Contest Notice"), then the Indemnified Party and the indemnifying parties, acting in good faith, shall attempt to reach agreement with respect to the contested portions of such Claims. Unless a Claim is contested within such 30-day period (meaning the Representative Notice is effective on or prior to the 30th day after the effective date of the Claim Notice to which such Contest Notice relates), the Indemnified Party shall, subject to the other terms of this Article VIII, be paid the amount of the Losses related to such Claim or the uncontested portion thereof. The indemnifying parties shall not object to any Claim unless (i) it believes in good faith that the Indemnified Party is not entitled to be indemnified with respect to the Losses specified therein, or (ii) they lacks sufficient information to assess the validity or amount of the Claim. If the indemnifying parties object to a Claim on the basis that they lack sufficient information, they shall promptly request from the Indemnified Party any additional information reasonably necessary for it to assess such Claim and the Indemnified Party shall, to the extent the Indemnified Party reasonably can, provide additional information reasonably requested. Upon receipt of such additional information, the indemnifying parties shall review it as soon as reasonably practicable and notify the Indemnified Party of any withdrawal or modification of the objection. If the Indemnified Party and the indemnifying parties are unable to reach agreement with respect to any contested Claims within 45 days of the delivery of the Contest Notice, the matter shall be settled by binding arbitration in Seattle, Washington as set forth below. All claims shall be settled in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA Rules"). The indemnifying parties and the Indemnified Party shall each designate one arbitrator within 15 days after the termination of such 45-day period. The indemnifying parties and the Indemnified Party shall cause such designated arbitrators mutually to agree upon and designate a third arbitrator; provided, however, that (i) failing such agreement within 70 days of delivery of the Representative Notice, the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either the indemnifying parties or the Indemnified Party fails to timely designate an arbitrator, the dispute shall be resolved by the one arbitrator timely designated. All of the fees and expenses of the arbitrators shall be paid in accordance with the determination of the arbitrators based on the outcome of the dispute, with any portion thereof that is payable by the Shareholders being paid by Parent and reimbursed from the Holdback Shares in the same manner as other Claims. The indemnifying parties and the Indemnified Party shall cause the arbitrators to decide the matter to be arbitrated pursuant hereto within 30 days after the appointment of the last arbitrator. The arbitrators' decision shall relate solely to whether the Indemnified Party is entitled to be indemnified for the contested Claim, or the contested portion thereof, pursuant to the applicable terms of this Agreement. The final decision of the majority of the arbitrators shall be furnished to the indemnifying parties and the Indemnified Party in writing and shall constitute the conclusive determination of the issue in question binding upon the indemnifying parties, the Shareholders, and the Indemnified Party, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrators' decision. (i) Subject to the rights of or duties to any insurer or other third party having potential liability therefor, the indemnifying parties shall have the right, upon written notice given to the Indemnified Party within 30 days after receipt of the notice from the Indemnified Party of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at the indemnifying party's sole expense, in which case the provisions of Section 8.5(c)(ii) shall govern; provided, however, that, notwithstanding the foregoing, Parent or the Shareholder Representative may elect to assume the defense and handle any such Third Party Claim if it determines in good faith that the resolution of such Third Party Claim could result in a material adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of Parent or the Shareholders, as applicable, in which case the provisions of Section 8.5(d)(ii) hereof shall govern. (ii) The indemnifying parties shall select counsel reasonably acceptable to the Indemnified Party in connection with conducting the defense or handling of such Third Party Claim, and the indemnifying parties shall defend or handle the same in consultation with the Indemnified Party and shall keep the Indemnified Party timely apprised of the status of such Third Party Claim. The indemnifying parties shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Third Party Claim, unless (A) the settlement provides an unconditional release and discharge of the Indemnified Party, and the Indemnified Party is reasonably satisfied with such discharge and release and (B) the Indemnified Party shall not have reasonably objected to any such settlement on the ground that the circumstances surrounding the settlement could result in an adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of the Indemnified Party. The Indemnified Party shall cooperate with the indemnifying parties and shall be entitled to participate in and, unless in the reasonable judgment defense or handling of such Third Party Claim with its own counsel and at its own expense. (d) (i) If (A) the indemnifying parties do not give written notice to the Indemnified Party a conflict pursuant to Section 8.5(c)(i) within 30 days after the effective date of interest between it and the notice from the Indemnified Party of any Third Party Claim of the indemnifying party may exist with respect of such action, proceeding or claim, party's election to assume the defense thereof with counsel reasonably satisfactory or handling of such Third Party Claim or (B) Parent or the Shareholder Representative elects to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense or handling of any such claim, proceeding or actionthe Third Party Claim pursuant to Section 8.4(c)(ii), the Indemnified Party's costs and expenses arising out provisions of the defense, settlement or compromise of any such action, claim or proceeding Section 8.5(d)(ii) shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject togovern.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party entitled under Section 7.2 (subject to ------------------------------- indemnification claims under this Article 9 Company Indemnity) or 7.3 (subject to claims under Third Party Indemnity) of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an "Indemnified Party") will indemnifying party under such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 7.4(a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in andwill, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such actionclaim involves Taxes, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall will not, without as long as it diligently conducts such defense, be liable to the Indemnified Party's prior written consentindemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving each case subsequently incurred by the claimant or indemnified party in connection with the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claimProceeding, other than reasonable costs of investigation. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or otherssettlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) If any Proceeding referred to in Section 7.4(a) is brought against Buyer or any Indemnified Person, Seller hereby consents to the non-exclusive jurisdiction of any court in which such Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agrees that process may be subject toserved on Seller with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party entitled under Section 5.2 or 5.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 5.4(a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall will not, without as long as it diligently conducts such defense, be liable to the Indemnified Party's prior written consentindemnified party under this Section 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving each case subsequently incurred by the claimant or indemnified party in connection with the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claimProceeding, other than reasonable costs of investigation. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or otherssettlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be subject toserved on Seller with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any party entitled to ------------------------------- (a) If any Person shall claim indemnification under this Article 9 (an the "Indemnified Party") will hereunder for any claim other than a third party claim, the Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the "Indemnifying Party") of any matters giving rise to a the nature of the claim for indemnification; provided, that in detail and amount of the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give noticeclaim. In case any action, proceeding or claim is brought against If an Indemnified Party in respect shall claim indemnification hereunder arising from any claim or demand of which indemnification is sought hereundera third party (a "Third-Party Claim"), the indemnifying Indemnified Party shall promptly give written notice (a "Third-Party Notice") to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail and the amount of the claim. (b) In the event that an Indemnifying Party which receives notice of an indemnification claim contests its liability for such indemnification claim, such party shall be entitled to participate in and, unless in the reasonable judgment of counsel send written notice to the Indemnified Party a conflict of interest between it and its dispute of indemnification within 15 days thereof. If the indemnifying party may exist with respect parties are unable to resolve such dispute of such actionindemnification within 60 days after the date of the notice of dispute, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty may bring an action against the Indemnifying Party to enforce such indemnification claim. (c) 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 that the indemnifying party advises an Indemnified Indemnifying Party that undertakes to compromise or defend any such claim or demand, it will not contest such a claim for indemnification hereundershall promptly (and in any event, or fails, within 30 no later than fifteen (15) days of after receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then a Third-Party Notice) notify the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing of its intention to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunderdo so. The Indemnified Party shall fully cooperate fully with the indemnifying party Indemnifying Party and its counsel in connection with any settlement negotiations the defense or compromise of such claim or demand. After the assumption of the defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Indemnifying Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such defense (unless the Indemnifying Party disputes its liability for such indemnification claim and an arbitration pursuant to Section 12.12 determines that the Indemnifying Party is not liable to indemnify the Indemnified Party), but the Indemnified Party may participate in such defense at its own expense. No settlement of any actiona Third-Party Claim defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, claim or proceeding affected without its prior written consentsuch consent not to be unreasonably withheld. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party The Indemnifying Party shall not, without except with the written consent of the Indemnified Party's prior written consent, settle or compromise any claim or consent to the entry of any a judgment in respect thereof which imposes any future obligation on the Indemnified or settlement of a Third-Party or Claim which does not include, include as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a an unconditional release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Third-Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toClaim.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party, under Section 4.1 or 4.2, of notice of the commencement of any action, the indemnified party entitled to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will give written notice to shall notify the indemnifying party in writing of any matters giving rise to the commencement thereof, if a claim for indemnificationin respect thereof is to be made against an indemnifying party under any of these Sections; provided, that but the failure omission of any party entitled to indemnification hereunder to give such notice as provided herein shall not relieve the indemnifying party of its obligations from liability which it may have to the indemnified party under this Article 9 Section 4, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 4. In case any action, proceeding or claim action is brought against an Indemnified Party in respect the indemnified party, it shall notify the indemnifying party of which indemnification is sought hereunderthe commencement thereof, the indemnifying party shall be entitled to participate in andin, unless in the reasonable judgment of counsel and to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimchooses, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that indemnified party, and after notice from the indemnifying party advises an Indemnified Party to the indemnified party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing chooses to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any actionlegal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, however that if the indemnifying party shall notfails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party has failed to take such reasonable steps, without or 5.3.1 if the Indemnified Party's prior written consent, settle or compromise indemnified party who is a defendant in any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party proceeding which is also brought against the indemnifying party reasonably shall have concluded that there are legal defenses available to the indemnified party which are not available to the indemnifying party, or 5.3.2 if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then the indemnified party shall have the right to assume or others, and (b) any liabilities continue its own defense as set forth above at the indemnifying party's expense. In no event shall the indemnifying party may be subject toresponsible for more than one firm of counsel for all indemnified parties unless it is inappropriate under applicable standards of professional conduct for one firm or counsel to represent all indemnified parties.

Procedure for Indemnification. Any party entitled of PETsMART and the Surviving ----------------------------------------------------------- Corporation with Respect to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will give written notice Non-Third Party Claims. Prior to termination of the indemnifying party of any matters giving rise to a claim -------------------------------------------------- escrow for indemnification; providedthe Escrow Consideration, that PETsMART and the failure of any party entitled to indemnification hereunder to give notice as provided herein Affiliated Parties shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate seek recourse against a Shareholder in andsatisfaction of a claim under Section 6.2 without first seeking recourse against the Escrow ----------- Consideration allocable to such Shareholder in the escrow, unless (i) the amount of such claim against such Shareholder, when taken together with all other claims against such Shareholder by all of the indemnified parties, exceeds the amount of the Escrow Consideration allocable to such Shareholder in escrow at the reasonable judgment of counsel to time such claim is initiated, in which event the Indemnified Party a conflict of interest between it and the indemnifying indemnified party may exist with respect of seek direct recourse against such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability Shareholder in respect of such claim. The indemnity agreements contained herein If PETsMART shall be have any claim against the Shareholders pursuant to this Article 6 for which it seeks recourse against the Escrow Consideration (but excluding claims resulting from the assertion of liability by third parties), PETsMART shall promptly give written notice thereof to the Escrow Agent (as defined in addition the Escrow Agreement) and the Shareholders' Representative, including in such notice a brief description of the facts upon which such claim is based and the amount thereof. If the Shareholders' Representative objects to the allowance of any such claims, it shall give written notice to PETsMART and the Escrow Agent within twenty days following receipt of PETsMART's notice of claim, advising PETsMART and the Escrow Agent that it does not consent to the delivery of any or some of the Escrow Consideration out of escrow for application to such claims. If no such written notice is timely provided by the Shareholders' Representative to PETsMART and the Escrow Agent and received by the Escrow Agent within twenty days following the Shareholders' Representative's receipt of PETsMART's notice of claim, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver out of escrow the lesser of: (a) any cause the portion of action the Escrow Consideration most nearly equal in value to the amount of the claim or similar claims thus to be satisfied, or (b) all of the Escrow Consideration. If the Shareholders' Representative notifies PETsMART and the Escrow Agent receives written notice within the foregoing twenty day period that the Shareholders' Representative objects to such application of the Escrow Consideration after a claim has been made, the Escrow Agent shall hold the Escrow Consideration in an amount most nearly equal in value to the amount of the claim or claims then made in escrow until the rights of the Indemnified Party against Shareholders and PETsMART with respect thereto have been agreed upon between the indemnifying party Shareholders' Representative and PETsMART in accordance with the Escrow Agreement and the Escrow Agent receives written notice accordingly or others, and (b) the Escrow Agent is directed by a court or arbitration panel. If any liabilities the indemnifying party may be subject to.distribution referred to in this

Procedure for Indemnification. Any party Person entitled to ------------------------------- ----------------------------- indemnification under this Article 9 hereunder shall (an "Indemnified Party"i) will give prompt written notice to the indemnifying party of any matters giving rise claim with respect to a claim for indemnification; provided, which it seeks indemnification (provided that the failure of to give prompt notice shall not impair any party entitled Person's right to indemnification hereunder to give notice as provided herein shall the extent such failure has not relieve prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of its obligations under this Article 9 except such claim with counsel reasonably satisfactory to the extent that the indemnifying party indemnified party. If such defense is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderassumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to participate in andpay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of counsel to the Indemnified Party any indemnified party a conflict of interest between it and the indemnifying party may exist between such indemnified party and any other of such indemnified parties with respect to such claim. Notwithstanding anything in this Section 7(c) to the contrary, in the event the Company determines, in good ------------ faith, that a claim materially affects the interests of the Company, the Company may solely control the defense of such action, proceeding or claim, to assume the defense thereof claim with counsel reasonably satisfactory to the Indemnified Partyindemnified holders of Registrable Securities, and the provisions concerning settlement set forth in the second sentence of this Section 7(c) shall apply. In the event that the indemnifying Company is an indemnified party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder------------ pursuant to this Section 7, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toto liability ---------- if the Company settles a claim in good faith and in a reasonable manner.

Procedure for Indemnification. (a) Any party entitled to ------------------------------- make a claim for indemnification under 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, and the basis therefor. The indemnifying party will be 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 ten (10) days of receipt of such notice either rejecting responsibility for such defense or electing to assume the defense of such third-party claim and acknowledging that any Losses incurred by the indemnified party that may arise from such third-party claim shall constitute Losses for which the indemnifying party shall be obligated to indemnify the indemnified party hereunder (subject to the limitations described in Section 7.2(b). No action shall be taken pursuant to the provisions of this Article 9 Agreement or otherwise by the party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the later of (i) the expiration of the 10-day response period, or (ii) thirty (30) days following the expiration of the 10-day response period if a response, received within such 10-day period by the party seeking indemnification, requests an "Indemnified Party"opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be reduced to the extent so cured). (b) will give written notice If a claim for indemnification hereunder is based on a claim by a third party, the indemnifying party shall have the right to assume the entire control of the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification shall reasonably cooperate with the indemnifying party and make available to the indemnifying party of any matters giving rise to a claim for indemnificationall pertinent requested information under its control; provided, that the failure of any indemnified party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to may participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, any proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and own expense. The 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 contemplated by the Sellers or the Representative, as the indemnifying party, that involves any action by the Buyer other than the payment of money which is fully satisfied by the Seller’s obligations hereunder shall not be liable for any settlement of any action, claim or proceeding affected concluded without its the prior written consentapproval of the Buyer, unless such approval is unreasonably withheld, delayed or conditioned; and, provided further, that any such settlement or resolution contemplated by the Buyer, as the indemnifying party, that involves any action by the Sellers other than the payment of money shall not be concluded without the prior written approval of each of the indemnified Sellers, which approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the generality of the foregoing, the Buyer will, and the Buyer will cause the employees of the Buyer and the Company to, cooperate at Sellers' expense with the Representative and each Seller in connection with any matter for which any 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 meet with) the indemnifying Sellers and/or their counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial, and (iii) providing to the indemnifying Sellers and/or their counsel all information under the control of the Buyer or the Company that is deemed necessary by the indemnifying Sellers and/or their counsel for the defense or prosecution of such matter. (c) (i) Notwithstanding the foregoing, if (A) the indemnifying party does not give written notice to the indemnified party within the period specified in Section 7.4(a) stating that the indemnifying party has elected to assume defense of such third-party claim and the indemnifying party acknowledges that any Losses incurred by the indemnified party that may arise from such third-party claim shall constitute Losses for which the indemnifying party shall be obligated to indemnify the indemnified party hereunder, (B) at any time the indemnifying party shall fail to carry out such defense or handling diligently and in such manner as is reasonable under the circumstances, (C) the third-party claim involves such matters as in the good faith judgment of the Buyer may result in a material adverse impact on the business, obligations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise), material customer or supplier relationships or prospects of the Buyer or its Affiliates or (d) the indemnified party has reasonably determined, upon advice of counsel, that having common counsel with the indemnifying party would present such counsel with a conflict of interest or that, upon advice of counsel, there may be legal defenses available to such indemnified party which are different from or in addition to those available to the indemnifying party, then the provisions of Section 7.4(c)(ii) below shall govern. (ii) The indemnified party may, at the indemnifying party’s expense, select counsel reasonably satisfactory to the indemnifying party to defend or handle such third-party claim in a manner that is reasonable under the circumstances; provided, however, that the indemnified party shall keep the indemnifying party timely apprised of the status of such third-party claim. The indemnified party shall not settle such third-party claim without the prior written consent under the indemnifying party (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnified party defends or handles such third-party claim, the indemnifying party shall cooperate with the indemnified party and shall be entitled to participate in the defense of handling of such third-party claim with its own counsel and at the indemnifying party’s expense. In addition, in the event that the indemnifying party is not permitted to assume the defense of the third-party claim solely by virtue of clause (D) of subparagraph (c)(i) above, then the indemnifying party shall be permitted to pursue, at its own expense, settlement discussions directly with any other Parties involved in such third-party claim. Notwithstanding anything in this Article 9 to the contrarypreceding sentence, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent of the indemnified party agree to entry a settlement of any judgment in third-party claim, unless (A) the settlement is for monetary damages only for amounts which the Sellers agree to pay, and with respect thereof which imposes to claims by any future obligation indemnified party provides an unconditional release and discharge of the indemnified Parties, and the indemnified party has no reasonable good faith objection to the form or substance of such discharge and release and (B) the indemnified party shall not have reasonably objected to any such settlement on the Indemnified Party grounds that the circumstances surrounding the settlement could adversely impact the business, operations, assets, liabilities (absolute, accrued, contingent or which does not includeotherwise), as an unconditional term thereofcondition, the giving by the claimant financial or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action otherwise, material, customer or similar rights supplier relationships or prospects of the Indemnified Party against Buyer or its Affiliates or could establish or contribute to a precedential customer practice which could have a material adverse effect on the indemnifying party continuing business interest of the Buyer or others, and (b) any liabilities the indemnifying party may be subject toits Affiliates.

Procedure for Indemnification. Any An indemnified party entitled to ------------------------------- indemnification under this Article 9 (an "Indemnified Party") will hereunder shall give written reasonably prompt notice to the indemnifying party of any matters giving rise action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to a claim for indemnification; provided, that so notify the failure of any indemnifying party entitled to indemnification hereunder to give notice as provided herein (i) shall not relieve such indemnifying party from any liability which it may have under the indemnity agreement provided in Sections 3.1 or 3.2 above, unless and to the extent it did not otherwise learn of such action and the lack of notice by the indemnified party results in the forfeiture by the indemnifying party of substantial rights and defenses, and (ii) shall not, in any event, relieve the indemnifying party of its from any obligations under this Article 9 except to the extent that indemnified party other than the indemnification obligation provided under Sections 3.1 or 3.2 above. If the indemnifying party is actually prejudiced by so elects within a reasonable time after receipt of such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party may assume the defense of such action or proceeding at such indemnifying party’s own expense with counsel chosen by the indemnifying party and approved by the indemnified party, which approval shall not be unreasonably withheld; except that, the indemnifying party will not settle any such action or proceeding or consent to the entry of a judgment in any such action or proceeding without the written consent of the indemnified party unless (i) as a condition to such settlement, the indemnifying party secures the unconditional release of the indemnified party and (ii) the settlement does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party; and provided, further, that if the indemnified party reasonably determines that a conflict of interest exists where it is advisable for the indemnified party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to it which are different from or in addition to those available to the indemnifying party, then the indemnifying party shall not be entitled to assume such defense and the indemnified party shall be entitled to participate in and, unless in the reasonable judgment of separate counsel to the Indemnified Party a conflict of interest between it and at the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and party’s expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects is not entitled to defend any assume the defense of such action or claimproceeding as a result of the second proviso to the preceding sentence, then the Indemnified Party indemnifying party’s counsel shall be entitled to participate conduct the indemnifying party’s defense and counsel for the indemnified party shall be entitled to conduct the defense of the indemnified party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party will pay the reasonable fees and expenses of counsel for the indemnified party. In such event, however, the indemnifying party will not be liable for any settlement effected without the written consent of the indemnifying party. If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with counsel of its choice at its sole cost and expense. The this paragraph, the indemnifying party shall not be liable for any settlement fees and expenses of any action, claim counsel for the indemnified party incurred thereafter in connection with such action or proceeding affected without its prior written consentproceeding. Notwithstanding anything the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.3, each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Holder, and each director of the Company, each officer of the Company who signed such registration statement and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company. If the indemnification provided for in this Article 9 III is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the contraryamounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party one hand and of the indemnified party on the other hand in connection with the statements or omissions which does not includeresulted in such loss, claim, damage, liability or action as an unconditional term thereof, well as any other relevant equitable considerations; provided that the giving by the claimant or the plaintiff to the Indemnified Party maximum amount of a release from all liability in respect of such claimcontribution shall be limited, in the case of the Holder of Registration Shares, to an amount equal to the net proceeds actually received by the Holder from the sale of Registration Shares effected pursuant to such Registration Statement. The indemnity agreements contained herein relative fault of the indemnifying party and of the indemnified party shall be in addition determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to (a) any cause of action or similar rights of the Indemnified Party against state a material fact relates to information supplied by the indemnifying party or othersby the indemnified party and the parties’ relative intent, knowledge, access to information and (b) opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the indemnifying party may be subject tohereof.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled pursuant to ------------------------------- indemnification under this Article 9 the provisions of Sections 8.1 hereof of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said paragraph (an "Indemnified Party"a) will give written notice to or (b), promptly notify the indemnifying party of any matters giving rise the commencement thereof; but the omission to a claim for indemnification; provided, that so notify the failure of any indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve it from any liability which it may have hereunder unless the indemnifying party has been materially prejudiced thereby nor will such failure to so notify the indemnifying party relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled have the right to participate in in, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the may wish, jointly with any other indemnifying party may exist with respect of such action, proceeding or claimsimilarly notified, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, if the Indemnified Party. In defendants in any action include both the event that indemnified party and the indemnifying party advises an Indemnified Party that it will not contest and there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select separate counsel to participate in the defense of such a claim for indemnification hereunder, action on behalf of such indemnified party or fails, within 30 days of receipt of any indemnification parties. After notice from the indemnifying party to notify, in writing, such person indemnified party of its election so to defendassume the defense thereof, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing will not be liable to assume and does so assume such indemnified party pursuant to the defense provisions of said paragraph (a) or (b) for any legal or other expense subsequently incurred by such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying indemnified party in connection with any settlement negotiations or the defense thereof other than reasonable costs of any such action or claim by investigation, unless (i) the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying indemnified party shall keep have employed counsel in accordance with the Indemnified Party fully apprised at all times as to the status provisions of the defense or any settlement negotiations with respect thereto. If preceding sentence, (ii) the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of any the commencement of the action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, (iii) the indemnifying party shall not, without has authorized the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry employment of any judgment in respect thereof which imposes any future obligation on counsel for the Indemnified Party or which does not include, as an unconditional term thereof, indemnified party at the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights expense of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toparty.

Procedure for Indemnification. Any Third Party Claims ------------------------------------------------- (a) Promptly after receipt by an indemnified party entitled under Section 10.2, 10.3, or 10.4 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. (b) If any Proceeding referred to in Section 10.8(a) is brought against an "Indemnified Party") will indemnified party and it shall give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost and expensethe expense of the indemnifying party. The If the action is asserted against both the indemnifying party shall not be liable and the indemnified party and there is a conflict of interests which renders it inappropriate for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 the same counsel to represent both the contraryindemnifying party and the indemnified party, the indemnifying party shall not, without be responsible for paying for separate counsel for the Indemnified Party's prior written consent, settle or compromise any claim or consent indemnified party. If the indemnifying party elects to entry of any judgment in respect thereof which imposes any future obligation on assume the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claim. The indemnity agreements contained herein shall be in addition to action, (a) any cause of action no compromise or similar rights of the Indemnified Party against settlement thereof may be effected by the indemnifying party or others, without the indemnified party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) any liabilities the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be subject toserved on Sellers with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any Promptly after receipt by an ----------------------------- indemnified party entitled under Section 11.2 or 11.3 of notice of the commencement of any action, or after an indemnified party's otherwise becoming aware of facts or circumstances giving rise to ------------------------------- indemnification any Damages, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any to so notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost the expense of the indemnifying party. If the action is asserted against both the indemnifying party and expense. The the indemnified party and there is a conflict of interests that renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for any settlement paying for more than one separate firm of any attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, claim (a) no compromise or proceeding affected settlement thereof may be effected by the indemnifying party without its prior the indemnified party's written consent. Notwithstanding anything consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in this Article 9 to full by the contrary, indemnifying party and (b) the indemnifying party shall not, have no liability with respect to any compromise or settlement thereof effected without the Indemnified Party's prior its written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof (which imposes any future obligation on the Indemnified Party or which does shall not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tounreasonably withheld).

Procedure for Indemnification. Any party entitled (i) With respect to ------------------------------- an indemnity claim sought by a Buyer Indemnified Party, in order to seek indemnification under this Article 9 §8(b)(i), a Buyer Indemnified Party shall promptly deliver an Officer’s Certificate to the Shareholder Representative and Escrow Agent upon learning of such claim or the facts constituting such claim. (ii) With respect to an "indemnity claim sought by a Seller Indemnified Party", in order to seek indemnification under Section 8(b)(ii) will give written notice a Seller Indemnified Party shall promptly deliver an Officer’s Certificate to the Buyer or the Surviving Corporation, upon learning of such claim or the facts constituting such claim. (iii) The indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party will be relieved of its indemnification obligations under this Article 9 except hereunder to the extent that the indemnifying party it is actually prejudiced by such the Indemnified Party’s failure to give noticedeliver an Officer’s Certificate promptly. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which The party from whom indemnification is sought hereunder, shall respond in writing to each claim (pursuant to delivery of the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, Officer’s Certificate) within 30 thirty (30) days of receipt of any the Officer’s Certificate. If such party (the “Indemnifying Party”) objects to the indemnification notice such response shall be deemed to notify, in writing, such person be an “Objection Notice”. No action shall be taken pursuant to the provisions of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle this Agreement or otherwise compromise or pay such action or claimby the party seeking indemnification (unless reasonably necessary to protect the rights of the party seeking indemnification) until the expiration of the thirty (30) day response period. In any event, unless and until this regard: (A) If the indemnifying party elects in writing Indemnifying Party does not give a timely Objection Notice to assume and does so assume the defense of any such claim, proceeding or actionIndemnifying Party, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, ’s indemnification claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party considered undisputed, and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel recover the actual amount of its choice at Losses as described in its sole cost and expense. The indemnifying party shall not be liable for any settlement Officer’s Certificate, subject, in the case of any actionan indemnification claim by Buyer, claim Transitory Subsidiary or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 Surviving Corporation, to the contrary, limitations in §8(f). (B) If the indemnifying party shall not, without Indemnifying Party gives a Objection Notice to the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve their differences during the 30-day period following the Indemnifying Party’s receipt of the Indemnified Party’s Objection Notice. If they fail to resolve their disagreement during this 30-day period, either of them may unilaterally submit the disputed indemnification claim for binding arbitration before the American Arbitration Association in Cincinnati, Ohio or which does not includeChicago, as Illinois in accordance with its rules for commercial arbitration in effect at the time. The award of the arbitrator or panel of arbitrators may include attorneys’ fees to the prevailing party. The award shall be final and binding on the Parties, and judgment on the award may be entered and enforced by any court having jurisdiction. (iv) For purposes hereof, “Officer’s Certificate” shall mean a certificate signed by an unconditional term thereof, the giving officer of a Buyer Indemnified Party in connection with indemnity sought by the claimant a Buyer Indemnified Party or the plaintiff Shareholder Representative with respect to indemnity sought by a Seller Indemnified Party: (a) stating that the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to (a) any cause of action pay, sustain, incur or similar rights of the Indemnified Party against the indemnifying party or othersaccrue Losses, and (b) any liabilities specifying in reasonable detail the indemnifying party may be subject toindividual item or items of Losses included in the amounts so stated, the date each such item was paid, sustained, incurred or properly accrued or the basis for such anticipated liability and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Procedure for Indemnification. Any If any claim is made against a party entitled (an ----------------------------- "indemnified party") that, if sustained, would give rise to ------------------------------- indemnification a liability of ----------------- another party (the "indemnifying party") under this Article 9 (an "Indemnified Party") will give written Agreement, the indemnified ------------------ party shall promptly cause notice of the claim to be delivered to the indemnifying party along with all of the facts, information or materials relating to such claim of which the indemnified party is aware and shall afford the indemnifying party and its counsel, at the indemnifying party's sole expense, the opportunity to defend or settle the claim. i) The indemnifying party shall have 15 business days after delivery thereof to elect, in writing to the indemnified party, to defend or settle the claim, exercising reasonable business judgment, at its own expense. Until written notice electing to defend or settle any matters giving claim that, if sustained, would give rise to a claim for indemnification; providedliability under this Agreement, that the failure indemnified party may take, at the expense of the indemnifying party, any party entitled action it reasonably believes necessary to indemnification hereunder preserve its rights with respect to give notice as provided herein shall not relieve such claim, after promptly notifying the indemnifying party of its obligations under this Article 9 except intention to the extent that take such action and the indemnifying party is actually prejudiced by does not elect to take such failure other action. ii) If the indemnifying party shall so elect to give notice. In case any action, proceeding defend or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundersettle the claim, the indemnifying party may not settle such claim without the prior written consent of the indemnified party; provided that, if the indemnified -------- party does not consent to such a settlement, the indemnifying party's liability to indemnify the indemnified party for such claim shall be entitled limited to participate in and, unless in the reasonable judgment expenses and costs reasonably necessary to preserve its rights to such claim (other than any costs of counsel retained by the indemnified party solely to monitor the indemnifying party's obligations hereunder) that the indemnified party has incurred up to the Indemnified Party a conflict time of interest between it and the proposed settlement plus the amount of the proposed settlement. The indemnified party agrees to use commercially reasonable efforts to cooperate with the indemnifying party may exist with respect of such action, proceeding or in defending any claim, to assume at the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that indemnifying party's expense. iii) If the indemnifying party advises an Indemnified Party that it will not contest shall fail to so elect to defend or settle such a claim for indemnification hereunder, or fails(exercising reasonable business judgment) at its own expense, within 30 days of receipt delivery of any indemnification notice to notifyof the claim, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise so fail to defend or pay settle the claim, the indemnified party shall have the right, but not the obligation, to undertake the defense of and to settle (exercising reasonable business judgment) the claim on behalf, for the account and at the risk, of the so failing party. The indemnified party shall use commercially reasonable efforts to settle any such action or claim. claim at commercially reasonable amounts determined in good faith by the indemnifying party. iv) In any event, unless and until the event the indemnified party should have a claim against the indemnifying party elects in writing to assume and that does so assume the defense of any such claim, proceeding not involve a claim or actiondemand by a third party, the Indemnified Party's costs and expenses arising out indemnified party shall promptly cause notice of the defense, settlement or compromise of any such action, claim or proceeding shall to be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish delivered to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claimparty. The indemnifying party shall keep the Indemnified Party fully apprised at all times as have 15 business days after delivery thereof to elect, in writing to the status of indemnified party, to defend or settle the defense or any settlement negotiations with respect theretoclaim, exercising reasonable business judgment, at its own expense. If the indemnifying party elects to defend any does not notify the indemnified party within 20 days after the indemnified party's notice that it disputes such action or claim, then the Indemnified Party amount of such claim shall be entitled to participate in such defense with counsel conclusively deemed as a liability of its choice at its sole cost and expensethe indemnifying party. The If the indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarydisputes such claim, the indemnifying party and the indemnified party shall not, without the Indemnified Party's prior written consent, attempt in good faith for a period of 30 days to settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject todispute.

Procedure for Indemnification. Any (a) Promptly after receipt by an indemnified party entitled or of notice of the commencement of any Proceeding against it, such indemnified party will, if a Claim is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such Claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim such Proceeding is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall be entitled to participate in andwill, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such actionClaim involves taxes, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement election to assume the defense of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrarysuch Proceeding, the indemnifying party shall will not, without as long as it diligently conducts such defense, be liable to the Indemnified Party's prior written consentindemnified party under this Section for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving each case subsequently incurred by the claimant or indemnified party in connection with the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claimProceeding, other than reasonable costs of investigation. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Merger Agreement that the Claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or otherssettlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other Claims that may be made against the indemnified party, and (bB) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be subject toentitled to indemnification under this Merger Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Procedure for Indemnification. Any party entitled to ------------------------------- indemnification under this Article 9 Section 10 (an "“Indemnified Party"”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 Section 10 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's ’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 Section 10 to the contrary, the indemnifying party shall not, without the Indemnified Party's ’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Section 9.2 or 9.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost the expense of the indemnifying party. If the action is asserted against both the indemnifying party and expensethe indemnified party and there is a conflict of interest which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. The indemnifying party shall not be liable for have no liability with respect to any compromise or settlement of any action, claim or proceeding affected action effected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party consent (which shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tounreasonably withheld).

Procedure for Indemnification. Any (a) With respect to any matter for which a party entitled to ------------------------------- may seek indemnification under this Article 9 (an "Indemnified Party") will give written notice to hereunder, the indemnifying party shall have the right to control the defense of all actions in respect thereof, provided that the indemnifying party actually and diligently undertakes and pursues such defense with competent counsel reasonably acceptable to the indemnified party and does not enter into any settlement without the indemnified party's prior written consent which is not to be unreasonably withheld or delayed. An indemnified party will notify the indemnifying party in writing promptly after the indemnified party becomes aware of any matters giving rise to claim, action or proceeding by a claim for indemnification; providedthird party, that but the failure of any or delay to so notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 any obligation or liability that the indemnifying party may have to the indemnified party, except to the extent that the indemnifying party is actually prejudiced by demonstrates that the indemnifying party's ability to defend or resolve such failure to give notice. In case any action, proceeding or claim is brought against adversely affected thereby. The indemnified party will cooperate with the indemnifying party, at the indemnifying party's expense, in any defense or prosecution of a claim for which the indemnified party seeks indemnification. (b) If an Indemnified Party in respect of which indemnified party intends to seek indemnification is sought hereunder, other than for a third party claim, then it shall notify the indemnifying party shall be entitled in writing promptly after its discovery of facts upon which it intends to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a base its claim for indemnification hereunder, but the failure or fails, within 30 days of receipt of any indemnification notice delay to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then so notify the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, relieve the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities that the indemnifying party may be subject tohave to the indemnified party, except to the extent that the indemnifying party demonstrates that the indemnifying party's ability to resolve such claim is adversely affected thereby.

Procedure for Indemnification. Any THIRD PARTY CLAIMS (a) Promptly after receipt by an indemnified party entitled under Section 10.2 or 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement of such claim, that but the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall will not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is actually prejudiced by such the indemnifying party's failure to give such notice. In case . (b) If any action, proceeding or claim Proceeding referred to in Section 10.7 (a) is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and wishes (unless (i) the indemnifying party may exist is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect of to such action, proceeding or claimProceeding), to assume the defense thereof of such Proceeding with counsel reasonably satisfactory to the Indemnified Party. In the event that indemnified party and, after notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or actionProceeding, the Indemnified Party's costs and expenses arising out of the indemnifying party will not, as long as it diligently conducts such defense, settlement be liable to the indemnified party under this Section 10 for any fees of other counsel or compromise any other expenses with respect to the defense of any such actionProceeding, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with in each case subsequently incurred by the indemnifying indemnified party in connection with any settlement negotiations or the defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified PartyProceeding, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status other than reasonable costs of the defense or any settlement negotiations with respect theretoinvestigation. If the indemnifying party elects assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to defend any compromise or settlement of such action claims effected without its consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or claim, then the Indemnified Party shall its affiliates other than as a result of monetary damages for which it would be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying indemnification under this Agreement, the indemnified party shall not be liable for any settlement of any actionmay, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 by notice to the contraryindemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not, will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers and Buyer hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Party's prior written consent, settle Person or compromise Sellers Indemnified Person for purposes of any claim that an Indemnified Person or consent Sellers Indemnified Person may have under this Agreement with respect to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant such Proceeding or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or othersmatters alleged therein, and (b) any liabilities the indemnifying party agree that process may be subject toserved on it with respect to such a claim anywhere in the world.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Section 9.2 or 9.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced therein. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost the expense of the indemnifying party. If the action is asserted against both the indemnifying party and expense. The the indemnified party and there is a conflict of interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for any settlement paying for more than one separate firm of any attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, claim (a) no compromise or proceeding affected settlement thereof may be effected by the indemnifying party without its prior the indemnified party's written consent. Notwithstanding anything consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in this Article 9 to full by the contrary, indemnifying party and (b) the indemnifying party shall not, have no liability with respect to any compromise or settlement thereof effected without the Indemnified Party's prior its written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof (which imposes any future obligation on the Indemnified Party or which does shall not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tounreasonably withheld).

Procedure for Indemnification. Any party entitled If any Person to ------------------------------- indemnification be indemnified under this Article 9 XII has suffered or incurred any Losses with respect to which indemnification is to be sought hereunder, the indemnified party shall so notify the party from whom indemnification is sought promptly in writing describing such Losses, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Losses. If a claim or demand by a third party is made against an indemnified party or any action at law or suit in equity is instituted against an indemnified party by a third party (each claim, demand, action or suit by a third party, a "Third Party Claim"), and if an "Indemnified Party") will give written notice indemnified party intends to seek indemnity with respect thereto under this Article XII, such indemnified party shall promptly notify the indemnifying party in writing of such Third Party Claim setting forth such Third Party Claim in reasonable detail and tender to the indemnifying party the defense of any matters giving rise to a claim for indemnification; provided, that the such Third Party Claim. The failure of any the indemnified party entitled to indemnification hereunder to give the indemnifying party prompt notice, to provide notice in the form required or tender the defense of a Third Party Claim as provided herein shall not relieve the indemnifying party of any of its obligations under this Article 9 XII, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give noticefailure. In case any action, proceeding or claim is brought against an Indemnified Party in respect For 30 days after receipt of which indemnification is sought hereunder, such notice the indemnifying party shall be entitled have the right but not the obligation to participate in andundertake the conduct and control, unless in the reasonable judgment of through counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, own choosing and at its sole cost and own expense, any action, proceeding of the settlement or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claimThird Party Claim, proceeding or action, and the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party indemnified party shall cooperate fully with the indemnifying party in connection with any therewith; provided, that if the indemnifying party elects to undertake the conduct and control of such settlement negotiations or defense, then the indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party provided that the fees and expenses of such counsel shall be borne by such indemnified party; provided, further, that pending the indemnifying party's decision whether to exercise its right to undertake the conduct and control of the settlement or defense of any Third Party Claim, the indemnified party shall undertake, conduct and control the settlement or defense thereof, through counsel of its own choosing. So long as the indemnifying party is reasonably contesting any such action claim in good faith, the indemnified party shall not pay or claim settle any such Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such Third Party Claim; provided, that in such event it shall waive any right to indemnity therefor by the indemnifying party and shall furnish to party. If the indemnifying party all information reasonably available does not notify the indemnified party within 30 days after the receipt of the indemnified party's notice of a claim of indemnity hereunder in connection with a Third Party Claim that it elects to undertake the Indemnified Partysettlement or defense thereof, which relates the indemnified party shall have the right to such action conduct and control the defense thereof and to contest, settle or claimcompromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall keep not, except with the Indemnified Party fully apprised at all times as to the status consent of the defense or indemnified party, enter into any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party unless: (i) such settlement or which does not include, judgment includes as an unconditional term thereof, thereof the giving by the claimant person or the plaintiff persons asserting such claim to the Indemnified Party of a all indemnified parties an unconditional release from all liability with respect to such claim and (ii) the relief provided in respect of connection with such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action settlement or similar rights of the Indemnified Party against judgment effected by the indemnifying party or others, and (b) any liabilities is satisfied entirely by the indemnifying party may be subject toparty.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Section 9.2 or 9.3 of a notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise the commencement thereof. The failure so to a claim for indemnification; provided, that notify the failure of any indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying it of any liability that it may have to any indemnified party of its obligations under this Article 9 with respect to such action, except to the extent that the indemnifying party is shall have been actually prejudiced by such the failure to give such notice. In case any action, proceeding or claim is such action shall be brought against an Indemnified Party in respect indemnified party and it shall give written notice to the indemnifying party of which indemnification is sought hereunderthe commencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost and expensethe expense of the indemnifying party. The If the action is asserted against both the indemnifying party shall not be liable and the indemnified party and there is a conflict of interests which renders it inappropriate for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 the same counsel to represent both the contraryindemnifying party and the indemnified party, the indemnifying party shall not, without be responsible for paying for separate counsel for the Indemnified Party's prior written consent, settle or compromise any claim or consent indemnified party. If the indemnifying party elects to entry of any judgment in respect thereof which imposes any future obligation on assume the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect defense of such claim. The indemnity agreements contained herein shall be in addition to action, (a) any cause of action no compromise or similar rights of the Indemnified Party against settlement thereof may be effected by the indemnifying party or others, without the indemnified party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) any liabilities the indemnifying party may shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be subject tounreasonably withheld).

Procedure for Indemnification. Any party Party entitled to ------------------------------- indemnification under this Article Section 9 (an "“Indemnified Party"”) will give written notice to the indemnifying party (“Indemnifying Party”) (i) stating, to the extent reasonably practicable, a non-binding, preliminary good faith estimate of any the amounts of such Losses; and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such liability, and the nature of the indemnifiable matters giving rise to a claim for indemnificationindemnification to which such item is related; provided however, that only Parent may seek remedy against the Indemnifying Parties on behalf of any other Indemnified Party, and provided, further, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under this Article Section 9 except to the extent that the indemnifying party Indemnifying Party is actually prejudiced by such failure to give notice. In the event Parent becomes aware of a third party claim (a “Third Party Claim”) which Parent reasonably believe may result in a claim for indemnification pursuant to this Section 9, Parent shall promptly notify the applicable Indemnifying Party (or Parties), of such claim, and provide the Indemnifying Party with information reasonably requested by Indemnifying Party related to such claim, including without limitation, which indemnifiable matter such Third Party Claims relates to, and in case any action, proceeding or claim such Third Party Claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party Indemnifying Party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party Indemnifying Party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 thirty (30) days of receipt of any the indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claimclaim provided that any compromise or settlement shall be subject to the prior written consent of the Indemnifying Party. In any event, unless and until the indemnifying party Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's ’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses Losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party Indemnifying Party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party Indemnifying Party and shall furnish to the indemnifying party Indemnifying Party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article Section 9 to the contrary, the indemnifying party Indemnifying Party shall not, without the Indemnified Party's ’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) In the event that Parent or any cause of action or similar rights of the other Indemnified Party against is entitled to recover the indemnifying party same indemnifiable Losses under more than one provision of this Agreement, Parent or othersany other Indemnified Party shall only be permitted to recover such indemnifiable Losses one time, and (b) any liabilities the indemnifying party may be subject towithout duplication.

Procedure for Indemnification. Any In the event, from time to time, any party entitled to ------------------------------- indemnification under this Article 9 (an the "Indemnified PartyClaimant") will determines that it has suffered a Loss for which indemnification is available pursuant to this Section 11, the following procedure shall be followed: (a) The Claimant shall give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or actionclaim (a Yaas Notice") to the party from which the indemnification is claimed (the 'Indemnifying Party') specifying in reasonable detail the amount of the claimed Loss (the "Las Amount"). (b) Within twenty (20) days after delivery of a Loss Notice, the Indemnified Party's costs and expenses arising out Indemnifying Party shall provide to the Claimant, a written response (a 'Respe e Notice") in which the Indemnifying Party will (i) agree that indemnification of the defensefull Loss Amount is appropriate, settlement (ii) agree that indemnification in an amount equal to part, but not all, of the Loss Amount (the 'Agreed Amount") may be made or compromise of (iii) contest making any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Indemnifying Party may contest any indemnification hereunder upon a good faith belief that all or such portion of such Losses do not constitute a Loss for which the Claimant is entitled to indemnification under this letter agreement. If no Response Notice is delivered by the Indemnifying Party within such ten (10) day period, the Indemnifying Party shall cooperate fully be deemed to have agreed that indemnification of the full Loss Amount is appropriate. (c) If the Indemnifying Party in the Response Notice agrees (or is deemed to have agreed pursuant to clause (ii) above) that indemnification in an amount equal to the Loss Amount is appropriate, then the Indemnifying Party shall pay the Loss Amount within three (3) business days of the Response Notice_ (d) If the Indemnifying Party in the Response Notice contests all or any part of the Loss Amount (the 'Contested Amount"), the Claimant and the Indemnifying Party shall negotiate in good faith to resolve any such dispute. If any such dispute involving claims of less than $1,000,000 cannot be resolved within thirty (30) days after the receipt by Claimant of the Response Notice, the Claimant and the Indemnifying Party shall submit the matter to the Washington, D.C. office of the American Arbitration Association ('AAA") for binding arbitration to be conducted in accordance with the indemnifying AAA commercial arbitration rules in effect at the time such matter is submitted. If any such matter is submitted to the AAA as provided herein, (A) each of the Claimant and the Indemnifying Party will furnish to AAA such work papers and other documents and information as AAA may request and will be afforded the opportunity to present to AAA any material relevant to the matter, (B) the determination by AAA, as set forth in a notice delivered to the Claimant and the Indemnifying Party by AAA, will be binding and conclusive on such parties. (e) In connection with any such commercial arbitration, the following rules also shall apply: (A) any party shall have the right to have counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (B) all parties shall be permitted to conduct discovery in accordance with the Federal Rules of Civil Procedure; (C) the arbitrator(s) shall have the authority to resolve any discovery disputes and to invoke an action to cease further discovery; (D) each party to any arbitration proceeding shall have the right to a written transcript made of the arbitration proceedings; (E) each party shall have the right to file post-arbitration briefs, which shall be considered by the arbitrator(s); and (F) each party shall bear its own costs and expenses and attorney's fees in connection with such arbitration. (f) In the event of any settlement negotiations disputes involving claims of $1,000,000 or defense more, either party shall have the right to bring such action in any state or federal court of competent jurisdiction. (g) The exercise of any such action right by any Claimant in good faith, whether or claim by not ultimately determined to be justified, will not constitute a breach of this Agreement. Neither the indemnifying party and shall furnish exercise of nor the failure to exercise such right of reimbursement will constitute an election of remedies or limit any Claimant in any manner in the indemnifying party all information reasonably enforcement of any other remedies available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times any Claimant except as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything otherwise expressly set forth in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toAgreement.

Procedure for Indemnification. (a) Any party person entitled to ------------------------------- indemnification under this Article 9 Agreement shall (an "Indemnified Party"i) will give written prompt notice to the indemnifying party of any matters giving rise third party claim with respect to a which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim for indemnificationwith counsel reasonably satisfactory to the indemnified party; provided, that the failure of any party person entitled to indemnification hereunder under this Agreement shall have the right to give notice as provided herein employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall not relieve be at the expense of such person unless (A) the indemnifying party of its obligations under this Article 9 except has agreed to the extent that pay such fees or expenses, (B) the indemnifying party is actually prejudiced by shall have failed to assume the defense of such failure claim and employ counsel reasonably satisfactory to give notice. In case such person or (C) in the reasonable judgment of any actionsuch person, proceeding or claim is brought against an Indemnified Party based upon advice of its counsel, conflict of interest may exist between such person and the indemnifying party with respect to such claims (in respect which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of which indemnification is sought hereunderthe indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld, delayed or conditioned). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to participate in andpay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of counsel to the Indemnified Party a conflict any indemnified party and any other of interest between it and the indemnifying party may exist such indemnified parties with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding there may be legal defenses available to one which are different from or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject additional to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably those available to the Indemnified Partyother, in which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, event the indemnifying party shall notbe obligated to pay the fees and expenses of such additional counsel or counsels. No indemnifying party shall, without except with the Indemnified Party's prior written consentconsent of each indemnified party, settle or compromise any claim or consent to entry any settlement of a claim which includes any judgment in respect thereof which imposes any future obligation on material terms other than the Indemnified Party or which does not include, as an unconditional term thereofpayment of money, the giving by unconditional release of the claimant or the plaintiff to the Indemnified Party of a release indemnified parties from all liability in respect of such claimclaim and the requirement that the settlement and its terms be kept confidential. The indemnity agreements contained herein indemnified party shall be in addition not unreasonably withhold its consent to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toproposed settlement requiring its consent.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under SECTION 11.2 OR 11.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoindemnified party. If the indemnifying party elects to defend any assume the defense of such action action, the indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the indemnifying party elects not to assume (or claimfails to assume) the defense of such action, then the Indemnified Party indemnified party shall be entitled to participate in assume the defense of such defense action with counsel of its choice own choice, at its sole cost the expense of the indemnifying party. If the action is asserted against both the indemnifying party and expense. The the indemnified party and there is a conflict of interests that renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be liable responsible for any settlement paying for more than one separate firm of any attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the indemnifying party elects to assume the defense of such action, claim (a) no compromise or proceeding affected settlement thereof may be effected by the indemnifying party without its prior the indemnified party's written consent. Notwithstanding anything consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in this Article 9 to full by the contrary, indemnifying party and (b) the indemnifying party shall not, have no liability with respect to any compromise or settlement thereof effected without the Indemnified Party's prior its written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof (which imposes any future obligation on the Indemnified Party or which does shall not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tounreasonably withheld).

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under Section 8.2 or 8.3 of notice of the commencement of any action for which indemnification is available under Sections 8.4 or 8.5, such indemnified party shall, if a claim in respect thereof is to ------------------------------- indemnification be made against an indemnifying party under this Article 9 (an "Indemnified Party") will any such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; providedthe commencement thereof, that but the failure of any so to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall be entitled to participate in therein and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the indemnifying party may exist with respect of such action, proceeding or claimwishes, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that such indemnified party and, after notice from the indemnifying party advises an Indemnified Party that it will not contest to such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person indemnified party of its election so to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or actionthereof, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld, conditioned or delayed) unless (i) there is no finding or admission of any action, claim violation of law or proceeding affected any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnified party shall have no liability with respect to any compromise or settlement thereof effected without its prior written consentconsent (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Article 9 If notice is given to an indemnifying party of the commencement of any action and it does not, within ten days after the indemnified party's notice is given, give notice to the contraryindemnified party of its election to assume the defense thereof, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle be bound by any determination made in such action or any compromise any claim or consent to entry of any judgment in respect settlement thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving effected by the claimant indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may adversely affect it or the plaintiff its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the Indemnified Party of a release from all liability in respect of indemnifying party, assume the exclusive right to defend, compromise or settle such claim. The indemnity agreements contained herein shall be in addition action, with counsel reasonably acceptable to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities but the indemnifying party may shall not be subject tobound by any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld, conditioned or delayed).

Procedure for Indemnification. Any party entitled to ------------------------------- (a) If any Person shall claim indemnification under this Article 9 (an "the “Indemnified Party"”) will hereunder for any claim other than a third party claim, the Indemnified Party shall promptly give written notice to the indemnifying other party from whom indemnification is sought (the “Indemnifying Party”) of any matters giving rise to a the nature of the claim for indemnification; provided, that in detail and amount of the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give noticeclaim. In case any action, proceeding or claim is brought against If an Indemnified Party in respect shall claim indemnification hereunder arising from any claim or demand of which indemnification is sought hereundera third party (a “Third-Party Claim”), the indemnifying Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail and the amount of the claim. (b) In the event that an Indemnifying Party which receives notice of an indemnification claim contests its liability for such indemnification claim, such party shall be entitled to participate in and, unless in the reasonable judgment of counsel send written notice to the Indemnified Party a conflict of interest between it and its dispute of indemnification within 15 days thereof. If the indemnifying party may exist with respect parties are unable to resolve such dispute of such actionindemnification within 60 days after the date of the notice of dispute, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified PartyParty may bring an action against the Indemnifying Party to enforce such indemnification claim. (c) 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 that the indemnifying party advises an Indemnified Indemnifying Party that undertakes to compromise or defend any such claim or demand, it will not contest such a claim for indemnification hereundershall promptly (and in any event, or fails, within 30 no later than fifteen (15) days of after receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then a Third-Party Notice) notify the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing of its intention to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunderdo so. The Indemnified Party shall fully cooperate fully with the indemnifying party Indemnifying Party and its counsel in connection with any settlement negotiations the defense or compromise of such claim or demand. After the assumption of the defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Indemnifying Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such defense (unless the Indemnifying Party disputes its liability for such indemnification claim and a court pursuant to Section 11.8 determines that the Indemnifying Party is not liable to indemnify the Indemnified Party), but the Indemnified Party may participate in such defense at its own expense. No settlement of any actiona Third-Party Claim defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, claim or proceeding affected without its prior written consentsuch consent not to be unreasonably withheld. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party The Indemnifying Party shall not, without except with the written consent of the Indemnified Party's prior written consent, settle or compromise any claim or consent to the entry of any a judgment in respect thereof which imposes any future obligation on the Indemnified or settlement of a Third-Party or Claim which does not include, include as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a an unconditional release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Third-Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toClaim.

Procedure for Indemnification. Any (a) In the event that any indemnified party entitled shall incur or suffer any Damages in respect of which indemnification may be sought hereunder by any FECI Indemnified Person, on the one hand, or any Codina Indemnified Person, on the other hand, with respect to ------------------------------- a matter not involving a third party claim, the indemnified party shall assert a claim for indemnification under by notice to the indemnifying parties stating the nature and basis of such claim, and, if known, the amount, or a good faith estimate of the amount, of the liability arising therefrom. Indemnification pursuant to Section 11.03 shall be made pursuant to the procedures set forth in that section and not in this Section 11.06. (b) Promptly after receipt by an indemnified party of notice of the assertion of a claim by a third party or the commencement of any Proceeding against it, with respect to a matter for which indemnification is or may be owing pursuant to this Article 9 11, such indemnified party will, if a claim is to be made against an indemnifying party under such section, give notice to the indemnifying parties and shall thereafter keep the indemnifying parties informed of all other material information it receives with respect thereto; provided, however that the failure of an indemnified party to give the indemnifying parties prompt notice and such other material information as provided herein will not relieve the indemnifying parties of any of their obligations hereunder unless and then only to the extent that the indemnifying parties shall have been actually prejudiced thereby. (c) If any Proceeding referred to in Section 11.06(b) is brought against an "Indemnified Party") will give written indemnified party and it gives notice to the indemnifying party that it intends to seek indemnification, the indemnified party shall provide to the indemnifying party, as promptly as practicable after giving notice of any matters giving rise such Proceeding, information and documentation reasonably requested by the indemnifying party to support and verify the claim asserted, unless the indemnified party has been advised by counsel that there are no reasonable grounds to assert a claim for indemnificationjoint defense privilege with respect to such information and documentation. The indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes to assume the defense, negotiations and/or settlement of such Proceeding with counsel chosen by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that if the failure of indemnified party files any party entitled motion, answer or other pleadings or takes any other action prior to indemnification hereunder the indemnified party’s delivery to give notice as provided herein shall not relieve the indemnifying party of the notice referred to in the first sentence of this Section 11.06(c) and the filing of any such motion, answer or other pleading or the taking of such action prejudices the ability of the indemnifying party to defend, negotiate and/or settle such Proceeding, the indemnifying party shall be relieved of its obligations under this Article 9 except 11 but only to the extent the indemnifying party has been prejudiced thereby. After the indemnifying party takes control of the defense, negotiation and/or settlement of any such Proceeding, the indemnified party shall have the right to participate therein, at its own expense and with counsel of its own choosing and the indemnifying party will not be liable to the indemnified party under this Article 11 for any fees of such counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation; provided, however, that the indemnifying party is actually prejudiced by shall pay for the costs and expenses of such failure to give notice. In case any actionseparate counsel if, proceeding or claim is brought against an Indemnified Party in respect the good faith judgment of which indemnification is sought hereunderthe indemnified party based upon the advice of counsel, representation of both the indemnifying party and the indemnified party would be inappropriate under the relevant standards of professional conduct. The parties shall cooperate and render such assistance as may reasonably be entitled requested in order to participate in andinsure the proper and adequate defense of any such Proceeding, unless in the reasonable judgment of counsel which assistance shall include, without limitation, making appropriate personnel reasonably available for any discovery or trial. Notwithstanding anything to the Indemnified Party a conflict of interest between it and contrary herein, if (i) the indemnifying party may exist with respect of such action, proceeding fails or claim, refuses to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume undertake the defense of any such claimProceeding within a reasonable period of time following receipt of the notice referred to in the first sentence of this Section 11.06(c) or disputes its liability to the indemnified party under this Article 11 with respect to such Proceeding, proceeding (ii) the indemnifying party fails to diligently defend and contest such Proceeding with counsel reasonably acceptable to the indemnifying party, or action(iii) the indemnified party irrevocably waives its right to indemnity hereunder with respect to such Proceeding, then the Indemnified Party's costs and expenses arising out indemnified party shall have the right to take control of the defense, negotiation and/or settlement or compromise of any such actionProceeding at, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with in the case of clauses (i) and (ii) above, the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect theretoparty’s expense. If the indemnifying party elects assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to defend indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such action claims effected without its consent. (d) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or claim, then the Indemnified Party shall its affiliates other than as a result of monetary damages for which it would be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying indemnification under this Agreement, the indemnified party shall not be liable for any settlement of any actionmay, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 by notice to the contraryindemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) Notwithstanding anything to the contrary herein, neither the indemnifying party nor the indemnified party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim Proceeding without the consent of the other, which consent shall not be unreasonably withheld, conditioned or consent to entry of delayed; provided, however, that any judgment in respect thereof which imposes any future obligation on the Indemnified Party settlement or which does not include, as compromise shall include an unconditional term thereof, release of the giving by the claimant indemnified party from all liabilities or the plaintiff obligations relating to the Indemnified Party Proceeding and provides only for the payment of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against monetary damages solely by the indemnifying party or others, and (b) without any liabilities obligations on the indemnifying party may be subject topart of the indemnified party.

Procedure for Indemnification. Any Each party entitled to ------------------------------- indemnification indemnified under paragraph (a) or (b) of this Article 9 (an "Indemnified Party") will give written Section 7 shall, promptly after receipt of notice to of any claim or the commencement of any action against such indemnified party in respect of which indemnity may be sought, notify the indemnifying party in writing of any matters giving rise to a the claim for indemnificationor the commencement thereof; provided, PROVIDED that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve it from any liability which it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party of its obligations under this Article 9 except from any other liability which it may have to the extent that such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderthereof, the indemnifying party shall be entitled to participate in therein, and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and the wishes, jointly with any other similarly notified indemnifying party may exist with respect of such action, proceeding or claimparty, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding claim or action, the Indemnified Party's indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that each indemnified party, its officers and directors, if any, and each person, if any, who controls such indemnified party within the meaning of the Securities Act, shall have the right to employ separate counsel reasonably approved by the indemnifying party to represent them if the named parties to any action (including any impleaded parties) include both such indemnified party and an indemnifying party or an affiliate of an indemnifying party, and such indemnified party shall have been advised by counsel either (i) that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to such indemnifying party or such affiliate or (ii) a conflict may exist between such indemnified party and such indemnifying party or such affiliate, and in that event the fees and expenses arising out of one such separate counsel for all such indemnified parties shall be paid by the defenseindemnifying party. An indemnified party will not enter into any settlement agreement which is not approved by the indemnifying party, such approval not to be unreasonably withheld. The indemnifying party may not agree to any settlement or compromise of any such action, claim or proceeding action which provides for any remedy or relief other than monetary damages for which the indemnifying party shall be losses subject responsible hereunder, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to indemnification hereunderwhich the indemnifying party has assumed the defense thereof with counsel reasonably satisfactory to the indemnified party, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. The Indemnified Party In all instances, the indemnified party shall cooperate fully with the indemnifying party or its counsel in the defense of each claim or action. If the indemnification provided for in this Section 7 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to herein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission, but not by reference to any indemnified party's stock ownership in the Company. In no event, however, shall a Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering which is the subject of such loss, claim, damage or liability. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of this paragraph, any settlement negotiations legal or defense of other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim by claims. No person guilty of fraudulent misrepresentation (within the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status meaning of Section 11(f) of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party Securities Act) shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall contribution from any person who was not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect guilty of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tofraudulent misrepresentation.

Procedure for Indemnification. Any (a) In order for a party (the "indemnified party") to be ----------------- entitled to ------------------------------- any indemnification provided for under this Article 9 Agreement in respect of, arising out of or involving a claim or demand, made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify ----------------- the indemnifying party in writing of the Third Party Claim within thirty (30) calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification -------- ------- shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such 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). Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (i) If a Third Party Claim is made against an "Indemnified Party"indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel reasonably is -------- not objected to by the indemnified party; and provided, further, that the -------- ------- indemnifying party first notifies the indemnified party of its intention to assume such defense within thirty (30) calendar days of receipt of notice of a Third Party Claim. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third Party Claim, the indemnified party (A) will give cooperate in all reasonable respects with the indemnifying party in connection with such defense, (B) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (C) will 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 indemnified party completely in connection with such Third Party Claim, which does not obligate the indemnified party to take or forbear to take any action, and which would not adversely affect the business, operations or properties of the Company. (ii) In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate including, but not limited to, settling such claim or litigation after giving notice of same to the indemnifying party on such terms as the indemnified party may deem appropriate, and the indemnifying party promptly will reimburse the indemnified party upon written request. (iii) Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party shall not be entitled to assume the defense of any matters giving rise to a Third Party Claim (and shall be liable for attorneys' fees and expenses incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for indemnificationmoney damages and which, if successful, would adversely affect the business, operations or properties of the indemnified party; provided, however, that if such equitable relief portion -------- ------- of the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent Third Party Claim can be so separated from that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunderfor money damages, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject portion relating to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject tomoney damages.

Procedure for Indemnification. Any Promptly after receipt by an indemnified party entitled under paragraphs 8.1 or 8.2 of the commencement of any action, such indemnified party will, if a claim in respect thereof is to ------------------------------- indemnification be made against the indemnifying party under this Article 9 (an "Indemnified Party") either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will give written notice not relieve it from any liability that it may otherwise have to any indemnified party. If any such action shall be brought against any indemnified party and such indemnified party notifies the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereundercommencement thereof, the indemnifying party shall will be entitled to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with by notice in writing to the indemnified party using counsel reasonably satisfactory to the Indemnified Partyindemnified party. In the event that After notice from the indemnifying party advises an Indemnified Party that it will not contest to such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person indemnified party of its election to defendassume the defense thereof, settle or compromiseusing counsel reasonably satisfactory to the indemnified party, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects will not be liable to such indemnified party for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume and does so assume the defense of any such claimand employ counsel reasonably satisfactory to the indemnified party , proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject named parties to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by include both the indemnified party and the indemnifying party and shall furnish to such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party all information reasonably available by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the Indemnified Party, which relates to such action or claim. The indemnifying fees of counsel for the indemnified party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If will be paid by the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject toparty.

Procedure for Indemnification. Any Each party entitled seeking to ------------------------------- indemnification be reimbursed, indemnified, defended, and/or held harmless under this Article 9 Sections 14.1 or 14.2 (each, an "Indemnified Party"“Indemnitee”) will give shall (a) provide the party obligated to indemnify such Indemnitee (the “Indemnitor”) with prompt, written notice to the indemnifying party of any matters claim, suit, demand, or other action for which such Indemnitee seeks to be reimbursed, indemnified, defended, and/or held harmless (each, a “Claim”), which notice shall include a reasonable identification of the alleged facts giving rise to a claim for indemnificationsuch Claim; provided, that (b) grant such party reasonable authority and control over the failure defense and settlement of any [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such Claim; and (c) reasonably cooperate with such party entitled to indemnification hereunder to give notice as provided herein and its agents in defense of any such Claim, at the Indemnitor’s expense. Each Indemnitee shall not relieve have the indemnifying party of its obligations under this Article 9 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled right to participate in and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any Claim for which Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless, by using attorneys of such claimIndemnitee’s choice, proceeding or actionat such Indemnitee’s expense. Any settlement of a Claim for which any Indemnitee seeks to be reimbursed, the Indemnified Party's costs and expenses arising out of the defenseindemnified, settlement or compromise of any such actiondefended, claim or proceeding and/or held harmless under this Article 14 shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense prior written approval of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified PartyIndemnitee, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party approval shall not be liable for any settlement of any actionunreasonably withheld, claim conditioned, or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contrary, the indemnifying party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject todelayed.

Procedure for Indemnification. Any 9.7.1 Promptly after receipt by an indemnified party entitled under Section 9.2.1, 9.3, or (to ------------------------------- indemnification the extent provided in the last sentence of Section 9.2.2) 9.2.2 of notice of the commencement of any Proceeding against it, such indemnified party shall, if a claim is to be made against an indemnifying party under this Article 9 (an "Indemnified Party") will such Section, give written notice to the indemnifying party of any matters giving rise to a claim for indemnificationthe commencement of such claim; provided, PROVIDED that the failure of any to notify the indemnifying party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article 9 any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such Proceeding is actually prejudiced by such the indemnifying party's failure to give such notice. In case . 9.7.2 If any action, proceeding or claim Proceeding referred to in Section 9.7.1 is brought against an Indemnified Party in respect indemnified party and it gives notice to the indemnifying party of which indemnification is sought hereunderthe commencement of such Proceeding, the indemnifying party shall shall, unless the claim involves Taxes, be entitled to participate in such Proceeding and, unless in the reasonable judgment of counsel to the Indemnified Party a conflict of interest between extent that it and wishes (unless (i) the indemnifying party may exist is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and to provide indemnification with respect of to such action, proceeding or claimProceeding), to assume the defense thereof of such Proceeding with counsel reasonably satisfactory to the Indemnified Party. In the event that indemnified party and, after notice from the indemnifying party advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 30 days of receipt of any indemnification notice to notify, in writing, such person the indemnified party of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party, which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding affected without its prior written consent. Notwithstanding anything in this Article 9 to the contraryProceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it shall be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the Indemnified Partyindemnified party's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall be in addition to unless (a) there is no finding or admission of any cause violation of action Legal Requirements or similar any violation of the rights of the Indemnified Party any Person and no effect on any other claims that may be made against the indemnifying party or othersindemnified party, and (b) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party shall have no liability with respect to any liabilities compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within 10 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. 9.7.3 Notwithstanding the foregoing provisions of this Section 9.7, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be subject toentitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which shall not be unreasonably withheld).