Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim for indemnification hereunder in respect thereof is to be made against a Member (whether as a result the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any Third liability that it may have to any Indemnified Party Claim or with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)the indemnity obligations of the Indemnifying Member, the indemnified Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party shall give, in accordance with for which the terms of Section 9.2, Indemnified Party has given written notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate Indemnifying Member of the amount commencement thereof, the indemnified Party reasonably anticipates that it will Indemnifying Member shall be entitled to on account of indemnification by participate therein and, to the indemnifying Partyextent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying Party does not object Indemnifying Member elects to assume the defense of such indemnification claim within 30 days of receiving notice thereofaction, the amount Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such Claim Notice shall be deemed final and undisputed and action, or at any time fails diligently to pursue such defense, the indemnified Indemnified Party shall be entitled to recover assume the amount defense of such claimaction with counsel of its own choice, at the expense of the Indemnifying Member. If the indemnifying action is asserted against both the Indemnifying Member and the Indemnified Party objects and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such indemnification claim (by notifying action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party within 30 days (and it is practical for all such notice, an “Objection Notice”) of receiving a Claim Notice)parties to be represented by common counsel, the Parties Indemnifying Member shall attempt not be responsible for paying for more than one separate firm of attorneys to resolve such claim in good faith within 30 days represent the indemnified parties, regardless of the date number of the Objection Noticeindemnified parties. If the Parties are unable Indemnifying Member elects to resolve assume the defense of such claimaction, (y) no compromise or settlement thereof may be effected by the Indemnifying Member 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 Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party shall be free to pursue against such remedies as may be available on the terms and subject to the provision of this Agreementaction.

Procedure for Indemnification. Upon becoming aware Notwithstanding anything to the contrary in this Servicing Agreement, in the event that a Person is entitled to indemnification pursuant to the terms of a claim for indemnification hereunder this Servicing Agreement, such Person (whether as a result hereinafter called the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party") in writing and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party or, at the Indemnified Party's option, such Indemnified Party may select its own counsel with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, to represent the Indemnified Party and any Third others the Indemnifying Party Claim or may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. It is understood that the Indemnifying Party shall not, in connection with any Losses incurred by an indemnified Party pursuant proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm at any one time (in addition to this Article VI or otherwiseany local counsel) for all such Indemnified Parties (unless necessary because of conflicts of interest), and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the indemnified Indemnified Party. The Indemnifying Party shall givenot be liable for any settlement of any proceeding effected without its written consent, in accordance which consent shall not be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the terms of Section 9.2plaintiff, notice the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementsettlement or judgment.

Procedure for Indemnification. Upon becoming aware The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall promptly give notice to the party from which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an action, suit, or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five days after written notice of such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim for indemnification hereunder as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (whether as a result or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwisemutually agreed upon extension thereof), the indemnified Claimant may seek appropriate remedy at law or equity or under the arbitration provisions of this Agreement, as applicable. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification under this Agreement, the Indemnifying Party shall givehave the right at its own expense, to participate in accordance or assume control of the defense of such claim, and the Claimant shall cooperate fully with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled subject to on account of indemnification reimbursement for actual out-of-pocket expenses incurred by the indemnifying Claimant as the result of a request by the Indemnifying Party. If the indemnifying Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not object elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained by the Claimant with respect to such indemnification claim within 30 days of receiving notice thereofclaim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the amount parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnifications rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such Claim Notice parties shall be deemed final made by and undisputed and through the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementClaimant.

Procedure for Indemnification. Upon becoming aware (a) In case any claim is made, or any suit or action is commenced against Bank in respect of a claim for which indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred may be sought by an indemnified Party pursuant to it under this Article VI or otherwise)Section 7.02, the indemnified Party Bank shall give, in accordance with the terms of Section 9.2, promptly give Servicer notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen thereof and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party Servicer shall be entitled to recover participate in the amount defense thereof and, with prior written notice to Bank given not later than twenty (20) days after the delivery of the applicable notice from Bank, to assume, at Servicer’s expense, the defense thereof, with counsel reasonably satisfactory to Bank. After notice from Servicer to Bank of its election so to assume the defense thereof, Servicer shall not be liable to Bank under this Section for any attorneys’ fees or other expenses subsequently incurred by Bank in connection with the defense thereof, except as set forth in Section 7.02(b), other than reasonable costs of investigation. (b) Bank shall have the right to employ its own counsel if Servicer elects to assume such defense, but the fees and expenses of such claim. If counsel shall be at Bank’s expense, unless (i) the indemnifying Party objects employment of such counsel has been authorized in writing by Servicer, (ii) Servicer has not employed counsel to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days take charge of the date defense within twenty (20) days after delivery of the Objection Notice. If applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) Bank has reasonably concluded that the interests of the Parties are unable conflicting such that it would be inappropriate for the same counsel to resolve represent both parties (in which case Servicer shall not have the right to direct the defense of such action on behalf of Bank), in any of which events the attorneys’ fees and expenses of counsel to Bank shall be borne by Servicer. (c) Bank or Servicer may at any time notify the other of its intention to settle or compromise any claim, suit or action against Bank in respect of which payments may be sought by Bank hereunder, and (i) Servicer may settle or compromise any such claim, suit or action solely for the payment of money damages for which Bank will be fully indemnified Party hereunder and given a full and complete release of any and all liability by all relevant parties relating to such claim, suit or action, but shall not agree to any other settlement or compromise unless Bank consents in writing, which consent shall not be free unreasonably withheld (it being agreed that any failure of an Bank to pursue consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) Bank may settle or compromise any such remedies as may claim, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of Servicer, which consent shall not be available on the terms and subject to the provision of this Agreementunreasonably withheld.

Procedure for Indemnification. Upon becoming aware The following procedure shall apply to the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the “Claimant”) shall give written notice to the party from whom indemnification is sought (the “Indemnitor”) promptly after the Claimant learns of a the claim for indemnification or proceeding, provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it is actually damaged thereby. (whether b) With respect to any third-party claims or proceedings as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)which the Claimant is entitled to indemnification, the indemnified Party Indemnitor shall givehave the right to select and employ counsel of its own choosing to defend against any such claim or proceeding, in accordance with to assume control of the terms of Section 9.2, notice defense of such claim (a “Claim Notice”) or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Subject to the indemnifying Party, providing reasonable detail of how foregoing (i) the Claimant shall not settle or compromise any such third party claim has arisen and an estimate without the prior written consent of the amount Indemnitor and (ii) the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by Indemnitor shall not settle or compromise any such third party claim without the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days prior written consent of the date Claimant, in each case of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party (i) and (ii) which consent shall not be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementunreasonably withheld.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred Promptly after receipt by an indemnified Party pursuant to party under this Article VI or otherwiseSection 8.4 of notice of the commencement of any action (including any governmental action), the such indemnified Party shall giveparty will, if a claim in accordance with the terms of respect thereof is to be made against any indemnifying party under this Section 9.28.4, notice of such claim (a “Claim Notice”) deliver to the indemnifying Partyparty a written notice of commencement thereof and the indemnifying party shall have the right to participate in, providing reasonable detail of how and, to the claim has arisen and an estimate extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the amount defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified Party reasonably anticipates that it will party shall have the right to retain its own counsel, with the fees and expenses to be entitled to on account of indemnification paid by the indemnifying Party. If party, if, in the reasonable opinion of counsel for the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereofparty, the amount representation of such Claim Notice 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 within a reasonable time of the commencement of any such action shall be deemed final and undisputed and relieve such indemnifying party of any liability to the indemnified Party shall be entitled party under this Section 8.4 only the extent prejudicial to recover its ability to defend such action, but the amount of such claim. If the indemnifying Party objects omission so to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.deliver

Procedure for Indemnification. Upon becoming aware of a claim The procedure for indemnification hereunder shall be as follows: (whether as a result a) The party claiming indemnification (the "CLAIMANT") shall promptly give notice to the party from which indemnification is claimed (the "INDEMNIFYING PARTY") of any Third Party Claim claim, whether between the parties or brought by a third party, specifying in connection with any Losses incurred reasonable detail the factual basis for the claim. If the claim relates to an action, suit, or proceeding filed by an indemnified Party pursuant to this Article VI or otherwise)a third party against Claimant, the indemnified Party such notice shall give, in accordance with the terms of Section 9.2, be given by Claimant within five business days after written notice of such action, suit, or proceeding was given to Claimant. (b) With respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of the thirty-day period (a “Claim Notice”or any mutually agreed upon extension thereof) to the indemnifying Party, providing reasonable detail of how the claim has arisen validity and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the indemnifying Claimant and the Indemnifying Party objects to such indemnification claim do not agree within the thirty-day period (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Noticeor any mutually agreed upon extension thereof), the Parties Claimant may seek appropriate remedy at law or equity. (c) With respect to any claim by a third party as to which the Claimant is entitled to indemnification under this Agreement, the Indemnifying Party shall attempt have the right at its own expense, to resolve participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party, provided, however, that Indemnifier may not assume control of the defense unless it affirms in writing its obligation to indemnify Claimant for any damages incurred by Claimant with respect to such third-party claim. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, it shall be bound by the results obtained in good faith within 30 days by the Claimant with respect to such claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (e) The indemnification rights provided in Section 10.2 and Section 10.3 shall extend to the members, partners, shareholders, officers, directors, employees, representatives and affiliated entities of any Claimant although for the purpose of the date of the Objection Notice. If the Parties are unable to resolve procedures set forth in this Section 10.4, any indemnification claims by such claim, the indemnified Party parties shall be free to pursue such remedies as may be available on made by and through the terms and subject to the provision of this AgreementClaimant.

Procedure for Indemnification. Upon becoming aware Promptly after receipt by an Indemnified Party of notice of the assertion of a claim for or the commencement of a proceeding by a third-party with respect to any matter referred to in Section 7.01 which could be the subject of an indemnification claim against the Seller hereunder, such Indemnified Party shall give written notice thereof to the Seller and thereafter shall keep the Seller reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Seller written notice as provided herein shall not relieve the Seller of its obligations hereunder except to the extent that the Seller (whether as x) incurs any incremental costs directly related to the delay in failing to provide such notice within a result reasonable period of time or (y) is otherwise materially and adversely prejudiced by such failure. If any Third Party Claim such proceeding (including any litigation, arbitration or in connection with similar proceeding) shall be brought against any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)Indemnified Party, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party Seller shall be entitled to recover assume the defense thereof at the Seller’s expense with counsel chosen by the Seller and reasonably satisfactory to such Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Seller shall not be liable under this Article VII for any amount paid in settlement of such claim. If claims or proceedings without the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days consent of the date of the Objection Notice. If the Parties are unable to resolve Seller unless such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementconsent is unreasonably withheld.

Procedure for Indemnification. Upon becoming aware of (a) Any Indemnified Party making a claim for indemnification hereunder shall notify the indemnifying party or parties of the claim in writing. Subject to Sections 17.1, 17.2, 17.3 and 17.4, an indemnified party may take any and all actions against an indemnifying party or parties to enforce its rights to indemnification under this Agreement. (whether as a result b) With respect to third Person claims which are indemnifiable hereunder, promptly after receipt by an Indemnified Party under Sections 15.2 or 15.3 of notice of the commencement of any Third action, such Indemnified Party Claim or shall, if a claim in connection with any Losses incurred by respect thereof is to be made against an indemnified Indemnifying Party pursuant under such Section, give written notice to this Article VI or otherwise), the indemnified Indemnifying Party of the commencement thereof. The failure to so notify the Indemnifying Party shall giverelieve the Indemnifying Party of any liability that it may have to an Indemnified Party with respect to such action, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) only to the indemnifying Party, providing reasonable detail of how extent the claim has arisen Indemnifying Party is prejudiced by the failure to be so notified. In case any such action shall be brought against an Indemnified Party and an estimate the Indemnified Party shall give written notice to the Indemnifying Party of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice commencement thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnifying Party shall be entitled to recover participate therein and, to the amount of extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such claimIndemnified Party. If the indemnifying Indemnifying Party objects elects to assume the defense of such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)action, the Parties Indemnified Party shall attempt have the right to resolve such claim employ separate counsel at its own expense and to participate in good faith within 30 days of the date of the Objection Noticedefense thereof. If the Parties are unable Indemnifying Party elects not to resolve assume (or fails to assume) the defense of such claimaction, the indemnified Indemnified Party shall be free entitled to pursue assume the defense of such remedies as action with counsel of its own choice, at the expense of the Indemnifying Party. If the action is asserted against both the Indemnifying Party and 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 responsible for paying for more than one separate firm of 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, (a) no compromise or settlement thereof may be available on effected by the terms Indemnifying Party 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 subject (b) the Indemnifying Party shall have no liability with respect to the provision of this Agreementany compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Upon (a) If either party shall receive notice of any claim or Action brought, asserted, commenced or pursued by any person or entity not a party to this Agreement (hereinafter a "Third Party Claim"), with respect to which the other party is or may be obligated to make an Indemnity Payment, it shall give such other party prompt notice thereof (including any pleadings relating thereto) after becoming aware of such Third Party Claim, specifying in such reasonable detail as is known to it the nature of such Third Party Claim and the amount or estimated amount thereof, to the extent such estimate is then feasible (which estimate shall not be conclusive of the final amount of such claim); provided, however, that the failure of a party to give notice as provided in this Section 4.4 shall not relieve the other party of its indemnification obligations under this Article 4, except to the extent that such other party is actually prejudiced by such failure to give notice. (b) For any Third Party Claim concerning which notice is required to be given, and, in fact, is given under subparagraph (a) of this Section 4.4, the Indemnifying Party shall defend in a timely manner, to the extent permitted by law, such Third Party Claim through counsel appointed by the Indemnifying Party and reasonably acceptable to the Indemnitee. Once an Indemnifying Party has commenced its defense of an Indemnitee, it cannot withdraw from such defense until conclusion of the matter, unless the Indemnified Party agrees to the withdrawal or the Indemnitee is also defending the claim. The Indemnitee shall have the right to participate in the defense of the Third Party Claim by employing separate counsel at its own expense. (c) If a party responds to a notice of a Third Party Claim by denying its obligation to indemnify the other party, or if the Indemnifying Party fails to defend in a timely manner, the Indemnitee shall be entitled to defend such Third Party Claim through counsel appointed by it. In addition, if it is later determined that such party wrongfully denied such claim, or the Indemnifying Party failed to defend timely, then the Indemnifying Party shall (i) reimburse the Indemnitee for all costs and expenses (other than salaries of officers and employees) incurred reasonably by the Indemnitee in connection with its defense of such Third Party Claim; and (ii) be estopped from challenging a judgment, order, settlement, compromise, or consent judgment resolving the Third Party Claim entered into in good faith by the Indemnitee (if such claim has been resolved prior to the conclusion of the proceeding between the Indemnitee and Indemnifying Party). An Indemnifying Party, after initially rejecting a claim for defense or indemnification, may defend and indemnify the Indemnitee, at any time prior to the resolution of said Third party Claim, for such claim, provided that (x) the Indemnifying Party reimburses the Indemnitee for all costs and expenses (other than salaries of officers and employees) incurred reasonably by the Indemnitee in connection with its defense of such Third Party Claim up to the time the Indemnifying Party assumes control of the defense of such claim (including costs incurred in the transition of the defense from the Indemnitee to the Indemnifying Party); and (y) the assumption of the defense of the Third Party Claim will not prejudice or cause harm to the Indemnitee. (d) With respect to any Third Party Claim for which indemnification hereunder has been claimed hereunder, no party shall enter into any compromise or settlement, or consent to the entry of any judgment which (whether i) does not include as a result term thereof the giving by the third party of a release to the Indemnitee from all further liability concerning such Third Party Claim on terms no less favorable than those obtained by the party entering into such compromise, settlement or consent; or (ii) imposes any obligation on the Indemnitee without such Indemnitee's written consent (such consent not to be withheld unreasonably), except an obligation to pay money which the Indemnifying Party has agreed to pay on behalf of the Indemnitee. In the event that an Indemnitee enters into any such compromise, settlement or consent without the written consent of the Indemnifying Party (other than as contemplated by Section 4.4(c) hereof), the entry of such compromise, settlement or consent shall relieve the Indemnifying Party of its indemnification obligation related to the claims underlying such compromise, settlement or consent. (e) Upon final judgment, determination, settlement or compromise of any Third Party Claim or Claim, and unless otherwise agreed by the parties in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)writing, the indemnified Indemnifying Party shall givepay promptly on behalf of the Indemnitee, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) or to the indemnifying Party, providing reasonable detail Indemnitee in reimbursement of how the claim has arisen and an estimate of the any amount the indemnified Party reasonably anticipates that it will theretofore required to be entitled to on account of indemnification paid by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereofIndemnitee, the amount so determined by final judgment, determination, settlement or compromise. Upon the payment in full by the Indemnifying Party of such amount, the Indemnifying Party shall succeed to the rights of such Indemnitee to the extent not waived in settlement, against the third party who made such Third Party Claim Notice and any other person who may have been liable to the Indemnitee with respect to the indemnified matter. (f) In connection with defending against Third Party Claims, the parties shall cooperate with and assist each other by making available all employees, books, records, communications, documents, items and matters within their knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant with respect to defense of such claims; provided, however, that nothing in this subparagraph (f) shall be deemed final and undisputed and to require the indemnified waiver of any privilege, including the attorney-client privilege, or protection afforded by the attorney work product doctrine. In addition, regardless of the party actually defending a Third Party Claim for which there is an indemnity obligation under Section 4.1 or 4.2 hereof, the parties shall be entitled to recover the amount of such claim. If the indemnifying Party objects give each other regular status reports relating to such indemnification claim action with detail sufficient to permit the other party to assert and protect its rights and obligations under this Agreement. (by notifying the indemnified Party within 30 days g) The provisions of this Section 4.4 shall survive for two (such notice, an “Objection Notice”2) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of years following the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party this Agreement and shall be free to pursue such remedies as may be available on the terms and exclusive procedures for any claims subject to the provision provisions of this AgreementSections 4.1 or 4.2 hereof.

Procedure for Indemnification. Upon becoming aware In the event that any person (an "Indemnified Party") entitled to indemnification under Section 7.1(a) or 7.1(b) is seeking such indemnification, such Indemnified Party shall promptly notify the indemnifying Party (the "Indemnitor") in writing of a the claim for (and in reasonable detail); provided, however, that failure to give such notification shall not affect the indemnification to be provided hereunder (whether except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnitor shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall provide the Indemnitor, at the Indemnitor's cost, with reasonable assistance and relevant information to support the defense of any Third such claim. The Indemnitor shall not accept any settlement which imposes liability not covered by this indemnification or impose any obligation on, or otherwise adversely affect, the Indemnified Party Claim or other Party without the prior written consent of such Indemnified Party or other Party, as applicable. Nothing contained in this Section 7.2 shall oblige the Indemnified Party to take any action or steps in its own name in defending any claim, action or proceedings; however, the Indemnified Party, at is option and expense, may review and comment on the defense of any claim through its own counsel; provided that the Indemnitor shall be responsible for the fees and costs of the Indemnified Party's counsel if: (1) the Indemnitor and the Indemnified Party shall have mutually agreed to the retention of such counsel; (2) the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnitor; or (3) the named parties to any such proceeding (including the impleaded parties) include both the Indemnitor and the Indemnified Party, and representation of both parties by the same counsel would be inappropriate in the opinion of the Indemnified Party's counsel due to actual or potential differing interests between them; in any such case, one (1) firm of attorneys separate from the Indemnitor's counsel may be retained to represent the Indemnified Party at the Indemnitor's expense. As the Parties intend complete indemnification, all costs and expenses incurred by an Indemnified Party in connection with any Losses incurred by an indemnified Party pursuant to this Article VI enforcement of Sections 7.1(a) or otherwise), the indemnified Party (b) shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will also be entitled to on account of indemnification reimbursed by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementIndemnitor.

Procedure for Indemnification. Upon becoming aware of a (a) A claim for indemnification hereunder for any matter not involving a third party claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article 5, except as provided in Section 5.4 below. In the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (whether the “Indemnified Party”), the Indemnified Party shall deliver a Notice of Claim to the party required to provide indemnification (the “Indemnifying Party”) within a reasonable time after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought. The Indemnified Party shall permit the Indemnifying Party (at the expense of the Indemnifying Party) to assume the defense of any such claim or any litigation resulting therefrom, provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, (ii) the Indemnifying Party shall have acknowledged in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder, and (iii) the failure of any Indemnified Party to deliver a Notice of Claim as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is prejudiced as a result of any Third Party Claim or in connection such failure to deliver such Notice of Claim. Except with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)the prior written consent of the Indemnified Party, the indemnified Party shall giveno Indemnifying Party, in accordance the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the terms event that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of Section 9.2, notice those that may be available to the Indemnifying Party in respect of such claim (a “Claim Notice”) or any litigation relating thereto, the Indemnified Party shall have the right to assume control over the indemnifying Partydefense, providing reasonable detail of how settlement, negotiations or litigation relating to any such claim at the claim has arisen and an estimate sole cost of the amount Indemnifying Party; provided, however, that the indemnified Indemnifying Party reasonably anticipates will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding; and provided, further, that it will be entitled to on account of indemnification by if the indemnifying Party. If the indemnifying Indemnified Party does not object to such indemnification claim within 30 days of receiving notice thereof, so assume control (i) the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnifying Party shall be entitled to recover participate in the amount defense of such claimclaim (at the Indemnifying Party’s expense) and (ii) the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. If In the indemnifying event that the Indemnifying Party objects does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand; provided, however, that except with the prior written consent of the Indemnifying Party, such Indemnified Party shall not consent to entry of any judgment nor enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnifying Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such indemnification Indemnifying Party of a release from all liability with respect to such claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)or litigation. In any event, the Parties Company and the Purchaser shall attempt cooperate with each other in the defense of any claim or litigation subject to resolve such claim this Section 5 and, subject to applicable attorney-client privileges unless otherwise specifically waived in good faith within 30 days writing, the records of each of the date of Company and the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party Purchaser shall be free available to pursue the other with respect to such remedies as may defense. (b) The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement or any ancillary agreement shall not be available affected by any investigation conducted with at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the terms accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and subject to the provision of this Agreementagreements.

Procedure for Indemnification. Upon becoming aware (a) If a party hereto seeks indemnification under this Section 7, such party (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification indemnification, describing the claim, the amount thereof (if known and quantifiable), whether insurance may be available (if known), and the basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder (whether as a result of except to the extent such failure shall have harmed the Indemnifying Party. In that regard, if any Third action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party Claim or in connection with any Losses incurred by an indemnified Party to indemnity pursuant to this Article VI or otherwise)Section 7, the indemnified Indemnified Party shall givepromptly notify the Indemnifying Party of the same in writing, specifying in accordance with detail the terms of Section 9.2, notice basis of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified facts pertaining thereto and the Indemnifying Party shall be entitled to recover notify any applicable insurer and to control (subject to the amount rights of such insurer) the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at its expense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first agree to be fully responsible for all Damages relating to such claims and that it will provide full indemnification to the Indemnified Party for all Damages (to the extent not reimbursed by insurance) relating to such claim. ; and provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim over which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, or (iii) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. (b) If the indemnifying Indemnifying Party objects is permitted to such indemnification claim (by notifying assume and control the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)defense and elects to do so, the Parties Indemnified Party shall attempt have the right to resolve employ counsel separate from counsel employed by the Indemnifying Party in any such claim action and to participate in good faith within 30 days the defense thereof, subject to the control of the date Indemnifying Party, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Objection Notice. Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) a conflict of interest between the Indemnifying Party and the Indemnified Party. (c) If the Parties are unable to resolve Indemnifying Party shall control the defense of any such claim, the indemnified Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be free unreasonably withheld) before entering into any settlement of a claim or ceasing to pursue defend such remedies claim, if pursuant to or as may a result of such settlement or cessation, injunction or other equitable relief will be available on imposed against the terms Indemnified Party or if such settlement does not expressly unconditionally release the Indemnified Party from all liabilities and subject obligations with respect to such claim, without prejudice. If the provision Indemnified Party shall control the defense of this Agreementany such claim, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim, if the Indemnifying Party is a named defendant in such claim and pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against the Indemnifying Party or if such settlement does not expressly unconditionally release the Indemnifying Party from all liabilities and obligations with respect to such claim, without prejudice.

Procedure for Indemnification. Upon becoming aware Each party indemnified under subsection (a) or (b) of a claim for indemnification hereunder this Section 3.06 (whether as a result the "Indemnified Party") shall, promptly after receipt of actual notice of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought, notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or in connection with any Losses incurred by an indemnified the commencement thereof, provided that the failure of the Indemnified Party pursuant to this Article VI or otherwise), notify the indemnified Indemnifying Party shall give, in accordance with not relieve the terms of Section 9.2, notice of such claim (a “Claim Notice”) Indemnifying Party from any liability which it may have to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account of indemnification the indemnity agreement contained in subsection (a) or (b) of this Section 3.06, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the indemnifying Indemnifying Party from any other liability which it may have to such Indemnified Party. If the indemnifying Party does not object to any such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the amount extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claimclaim or action, 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 3.06 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 shall have the right to employ separate counsel to represent it and assume its defense (in which case, the Indemnifying Party shall not represent it) if (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. The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm for all such Indemnified Parties, unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. 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 Indemnifying Party objects so assumes the defense thereof, it may not agree to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) any settlement of receiving a Claim Notice), the Parties shall attempt to resolve any such claim in good faith within 30 days or action as the result of which any remedy or relief, other than monetary damages for which the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Indemnifying Party shall be free responsible hereunder, shall be applied to pursue such remedies or against the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In any action hereunder as may be available on to which the terms and subject Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the provision Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof with counsel of this Agreementits 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. Upon becoming aware Promptly after receipt by an Indemnified Party of notice of the assertion of a claim for or the commencement of a proceeding by a third-party with respect to any matter referred to in Section 7.01 which could be the subject of an indemnification claim against the Seller hereunder, such Indemnified Party shall give written notice thereof to the Seller and thereafter shall keep the Seller reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Seller written notice as provided herein shall not relieve the Seller of its obligations hereunder except to the extent that the Seller (whether as x) incurs any incremental costs directly related to the delay in failing to provide such notice within a result reasonable period of time or (y) is otherwise materially and adversely prejudiced by such failure. If any Third Party Claim such proceeding (including any litigation, arbitration or in connection with similar proceeding) shall be brought against any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)Indemnified Party, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party Seller shall be entitled to recover assume the defense thereof at the Seller's expense with counsel chosen by the Seller and reasonably satisfactory to such Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Seller shall not be liable under this Article VII for any amount paid in settlement of such claim. If claims or proceedings without the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days consent of the date of the Objection Notice. If the Parties are unable to resolve Seller unless such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementconsent is unreasonably withheld.

Procedure for Indemnification. Upon becoming aware In the event a party, including its trustees, officers, directors, employees, Affiliates and other representatives, intends to seek indemnification pursuant to the provisions of Sections 9.1 or 9.2 hereof (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder to the other party (the "INDEMNIFYING PARTY") of a claim or after obtaining written notice of any claim, investigation, or the service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for in Section 9.1 or 9.2 hereof, and, if such indemnity shall arise from the claim of a third party, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim; PROVIDED, HOWEVER, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (whether or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any Third such claim or action by a third party within twenty (20) days after notice thereof shall have been given to the Indemnifying Party Claim shall be deemed a waiver by the Indemnifying Party of its right to defend such claim or action. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall include taking all steps necessary in the defense or settlement of such claim, investigation or Proceeding and holding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to any Losses incurred settlement approved by an indemnified the Indemnifying Party pursuant or any judgment entered in connection with such claim, investigation or Proceeding, except where, and only to this Article VI or otherwise)the extent that, the indemnified Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnifying Party shall givenot, in accordance with the terms of Section 9.2, notice defense of such claim or any Proceeding resulting therefrom, consent to entry of any judgment (other than a “Claim Notice”judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) or enter into any settlement (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or admission of any violation of Applicable Law and no material effect on any claims that could reasonably be expected to be made by or against the Indemnified Party, (ii) the sole relief provided is monetary damages that are paid in full for Losses which are or may be properly applied against the Basket Amount, and (iii) the settlement shall include the giving by the claimant or the plaintiff to the indemnifying Party, providing reasonable detail of how the Indemnified Party a release from all Liability in respect to such claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Partyor litigation. If the indemnifying Indemnifying Party does not object to assumes the defense of such indemnification claim within 30 days of receiving notice thereofclaim, investigation or Proceeding resulting therefrom, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnified Party shall be entitled to recover participate in the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days defense of the date of the Objection Notice. If the Parties are unable to resolve such claim, but solely by observation and comment to the indemnified Indemnifying Party, and the counsel selected by the Indemnified Party shall be free to pursue such remedies as may be available not appear on the terms and subject to the provision of this Agreement.its behalf in any Proceeding arising

Procedure for Indemnification. Upon becoming aware 13.3.1 Each Party, on behalf of a claim itself and its respective C4X Indemnitees or Company Indemnitees (each such Person, an "Indemnitee"), shall provide the other Party (“Indemnifying Party") prompt written notice of any Claim for which such Indemnitee intends to seek indemnification under this Agreement, provided, however, that failure to give such notification shall not affect each applicable Indemnitee's entitlement to indemnification (or the corresponding indemnifying Party's indemnification obligations) hereunder (whether except to the extent that the indemnifying Party shall have been materially prejudiced as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified such failure. The Indemnifying Party shall give, have the initial right (but not obligation) to defend any Claim for which an Indemnitee seeks indemnification under this Agreement as contemplated in accordance with the terms of Section 9.2, preceding sentence so long as the Indemnifying Party provides notice of its assumption of defence within thirty (30) days of receiving such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Partynotice. If the indemnifying Indemnifying Party does not object fails to state in a written notice during such indemnification claim within 30 days thirty (30) day period its willingness to assume the defence of receiving notice thereofsuch a Claim, C4X Indemnitee(s) or Company Indemnitee(s), as the amount case may be, shall have the right to defend, settle or otherwise dispose of such Claim Notice shall be deemed final and undisputed and at the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such noticeIndemnifying Party’s cost, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision terms hereof. 13.3.2 The Indemnifying Party may enter into any settlement with respect to, any such Claim for which it has assumed defence, provided that such settlement (a) includes an unconditional release of the Indemnitee from any and all liability to any Third Party, (b) does not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein, (c) does not involve any injunctive or other equitable relief which would be imposed on Indemnitee, and (d) does not provide for any finding or admission of a violation of law or violation of the rights of any Person by the Indemnitee or any of its Affiliates. The Indemnitee, its employees, agents and Affiliates shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defence of any action, claim or liability covered by this Agreementindemnification. The Indemnitee shall have the right, but not the obligation to be represented by counsel of its own selection and at its own expense.

Procedure for Indemnification. Upon becoming aware Notwithstanding anything to the contrary in this Servicing Agreement, in the event that a Person is entitled to indemnification pursuant to the terms of a claim for indemnification hereunder this Servicing Agreement, such Person (whether as a result hereinafter called the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party") in writing and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party or, at the Indemnified Party's option, such Indemnified Party may select its own counsel with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, to represent the Indemnified Party and any Third others the Indemnified Party Claim or may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. It is understood that the Indemnifying Party shall not, in connection with any Losses incurred by an indemnified Party pursuant proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm at any one time (in addition to this Article VI or otherwiseany local counsel) for all such Indemnified Parties (unless necessary because of conflicts of interest), and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the indemnified Indemnified Party. The Indemnifying Party shall givenot be liable for any settlement of any proceeding effected without its written consent, in accordance which consent shall not be unreasonably withheld or delayed, but if settled with such consent or if there be an adverse final judgment, the terms of Section 9.2, notice Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementsettlement or judgment.

Procedure for Indemnification. Upon becoming aware of a claim for If any party seeks indemnification pursuant to Sections 11.1 or 11.2 it shall notify the party required to provide indemnification hereunder (whether as a result of any Third Party claim made or action commenced against the party to be indemnified, within a reasonable time after such party shall have been notified of the Claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of the Claim. The indemnifying party shall assume the defense of such Claim or action, employ counsel of its choice and bear all expenses relating to such defense. The indemnified party shall have the right to participate in connection with any Losses incurred the defense of such claim or action and to employ separate counsel, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (a) the engagement thereof shall have been specifically authorized by an indemnified Party pursuant the indemnifying party or (b) the indemnifying party shall fail to this Article VI or otherwise)assume the defense and engage counsel. Notwithstanding anything to the contrary in the foregoing, the indemnified Party shall giveparty, in accordance with upon written notice to the terms of Section 9.2indemnifying party, notice may at its expense assume the defense of such claim (a “Claim Notice”) or action, and employ counsel of its choice. The parties shall each cooperate in the defense of any such claim and shall make available to each other records and other materials required for use in such defense. In no event shall the indemnifying Party, providing reasonable detail party be liable for any settlement of how the any action or claim has arisen and made without its written consent. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall act on behalf of Pivot if indemnification is sought pursuant to Section 11.1 above with respect to an estimate act of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementPivot.

Procedure for Indemnification. Upon becoming aware If and whenever an Indemnified ----------------------------- Party desires to claim indemnification for any of a claim the matters for which indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party may be sought pursuant to the provisions of this Article VI or otherwise)XII, such Indemnified Party shall deliver to the Indemnifying Party a Notice of Claim specifying each of the matters for which indemnification is sought. Upon receiving the Notice of Claim, the indemnified Indemnifying Party shall givehave the right, in accordance with exercisable at any time during a ten (10) Business Day period from the terms day of Section 9.2the receipt of the Notice of Claim, notice to elect to compromise or defend against any of such claim (a “Claim Notice”) to the indemnifying matters for which indemnification is sought through counsel of its own choosing and at its expense, or at the election of the Indemnifying Party, providing reasonable detail of how exercisable at any time within such ten (10) Business Day period, the claim has arisen and an estimate Indemnified Party shall have the right to compromise or defend against any of the amount matters for which indemnification is sought, through counsel of its own choosing and at the indemnified Party reasonably anticipates that it will be entitled to on account expense of indemnification by the indemnifying Indemnifying Party. If the indemnifying Indemnifying Party does not object make either of the elections called for by this Section 12.4 within said 10 day period, or to the extent the Indemnifying Party fails to make such indemnification claim within 30 days of receiving notice thereofelection, then and in that event, the amount Indemnified Party shall have the right to compromise or defend against any of such Claim Notice shall be deemed final the matters for which indemnification is sought through counsel of its own choosing and undisputed and at the indemnified expense of the Indemnifying Party. Any Indemnified Party shall be entitled to recover be represented by its own counsel at its own expense irrespective of any elections made herein as to the amount appointment of such claimcounsel by the Indemnifying Party. If any action or claim for which indemnification is sought is asserted both against the indemnifying Indemnifying Party objects to such indemnification claim (by notifying and the indemnified Party within 30 days (such noticeIndemnified Party, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim and in good faith within 30 days it is determined there is a conflict of interest which renders it inappropriate for the date of same counsel to represent both the Objection Notice. If Indemnifying Party and the Parties are unable to resolve such claimIndemnified Party, the indemnified Indemnifying Party shall be free 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 pursue such remedies as may represent the Indemnified Party, regardless of the number of Indemnified Parties. The Indemnified Party will not consent to the entry of a judgment or enter into any agreement with respect to any matter for which indemnification is sought without the written consent of the Indemnifying Party (not to be available on withheld or delayed unreasonably). The Indemnifying Party shall not consent to the terms entry of a judgment with respect to any matter for which indemnification is sought or enter into any settlement with respect thereto which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably). All attorneys and other representatives employed by the Indemnifying Party shall be subject to approval by the provision of this AgreementIndemnified Party, which approval shall not be unreasonably withheld or delayed.

Procedure for Indemnification. Upon becoming aware (a) If either party shall receive notice of any claim or Action brought, asserted, commenced or pursued by any person or entity not a party to this Agreement (hereinafter a "Third Party Claim"), with respect to which the other party is or may be obligated to make an Indemnity Payment, it shall give such other party prompt notice thereof (including any pleadings relating thereto), specifying in such reasonable detail as is known to it the nature of such Third Party Claim and the amount or estimated amount thereof; provided, however, that the failure of a party to give notice as provided in this Section 4.4 shall not relieve the other party of its indemnification obligations under this Article 4, except to the extent that such other party is actually prejudiced by such failure to give notice. (b) For any Third Party Claim concerning which notice is required to be given, and, in fact, is given under subparagraph (a) of this Section 4.4, the Indemnifying Party shall defend in a timely manner, to the extent permitted by law, such Third Party Claim through counsel appointed by the Indemnifying Party and reasonably acceptable to the Indemnitee. Once an Indemnifying Party has commenced its defense of an Indemnitee, it cannot withdraw from such defense until conclusion of the matter, unless the Indemnified Party agrees to the withdrawal or the Indemnitee is also defending the claim. The Indemnitee shall have the right to participate in the defense of the Third Party Claim by employing separate counsel at its own expense. (c) If a party responds to a notice of a Third Party Claim by denying its obligation to indemnify the other party, or if the Indemnifying Party fails to defend in a timely or reasonably satisfactory manner, the Indemnitee shall be entitled to defend such Third Party Claim through counsel appointed by it. In addition, if it is later determined that such party wrongfully denied such claim, or the Indemnifying Party failed to defend timely or in a reasonably satisfactory manner, then the Indemnifying Party shall (i) reimburse the Indemnitee for all reasonable costs and expenses (including attorney fees before and at trial and in connection with any appeal or petition for review, but excluding salaries of officers and employees) incurred by the Indemnitee in connection with its defense of such Third Party Claim; and (ii) be estopped from challenging a judgment, order, settlement, compromise, or consent judgment resolving the Third Party Claim entered into in good faith by the Indemnitee (if such claim has been resolved prior to the conclusion of the proceeding between the Indemnitee and Indemnifying Party). An Indemnifying Party, after initially rejecting a claim for defense or indemnification, may defend and indemnify the Indemnitee, at any time prior to the resolution of said Third Party Claim, for such claim, provided that (x) the Indemnifying Party reimburses the Indemnitee for all reasonable costs and expenses (including attorney fees before and at trial and in connection with any appeal or petition for review, but excluding salaries of officers and employees) incurred by the Indemnitee in connection with its defense of such Third Party Claim up to the time the Indemnifying Party assumes control of the defense of such claim (including costs incurred in the transition of the defense from the Indemnitee to the Indemnifying Party); and (y) the assumption of the defense of the Third Party Claim is not expected to prejudice or cause harm to the Indemnitee. (d) With respect to any Third Party Claim for which indemnification hereunder has been claimed hereunder, no party shall enter into any compromise or settlement, or consent to the entry of any judgment which (whether i) does not include as a result term thereof the giving by the third party of a release to the Indemnitee from all further liability concerning such Third Party Claim on terms no less favorable than those obtained by the party entering into such compromise, settlement or consent; or (ii) imposes any obligation on the Indemnitee without such Indemnitee's written consent (such consent not to be withheld unreasonably), except an obligation to pay money which the Indemnifying Party has agreed to pay and has the ability to pay on behalf of the Indemnitee. In the event that an Indemnitee enters into any such compromise, settlement or consent without the written consent of the Indemnifying Party (other than as contemplated by Section 4.4(c) hereof), the entry of such compromise, settlement or consent shall relieve the Indemnifying Party of its indemnification obligation related to the claims underlying such compromise, settlement or consent. (e) Upon final judgment, determination, settlement or compromise of any Third Party Claim or Claim, and unless otherwise agreed by the parties in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)writing, the indemnified Indemnifying Party shall givepay promptly on behalf of the Indemnitee, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) or to the indemnifying Party, providing reasonable detail Indemnitee in reimbursement of how the claim has arisen and an estimate of the any amount the indemnified Party reasonably anticipates that it will theretofore required to be entitled to on account of indemnification paid by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereofIndemnitee, the amount so determined by final judgment, determination, settlement or compromise. Upon the payment in full by the Indemnifying Party of such amount, the Indemnifying Party shall succeed to the rights of such Indemnitee to the extent not waived in settlement, against the third party who made such Third Party Claim Notice and any other person who may have been liable to the Indemnitee with respect to the indemnified matter. (f) In connection with defending against Third Party Claims, the parties shall cooperate with and assist each other by making available all employees, books, records, communications, documents, items and matters within their knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant with respect to defense of such claims; provided, however, that nothing in this subparagraph (f) shall be deemed final and undisputed and to require the indemnified waiver of any privilege, including the attorney-client privilege, or protection afforded by the attorney work product doctrine. In addition, regardless of the party actually defending a Third Party Claim for which there is an indemnity obligation under Section 4.1 or 4.2 hereof, the parties shall be entitled to recover the amount of such claim. If the indemnifying Party objects give each other regular status reports relating to such indemnification claim (by notifying action with detail sufficient to permit the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt other party to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms assert and subject to the provision of protect its rights and obligations under this Agreement.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred a) Promptly after receipt by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms party of Section 9.2, notice of the commencement of any proceeding against it by a third party, such indemnified party will, if a claim (a “Claim Notice”) is to be made against any indemnifying party with respect to such action, give notice to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate party of the amount the indemnified Party reasonably anticipates that it commencement of such claim. (b) The indemnifying p▇▇▇▇ will be entitled to on account participate in such proceeding and to the extent that it wishes to assume the defense of indemnification such proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party for any fees of other counsel or any other expenses with respect to the defense of such proceeding subsequently incurred by the indemnified party in connection with the defense of such proceeding. In connection with any indemnification, the indemnified party will cooperate with all reasonable requests of the indemnifying Partyparty. A claim for indemnification for any matter not involving a third party claim may be asserted by prompt written notice to the party from whom indemnification is sought, subject to any limitations contained in this Article 9. (c) The indemnifying party shall have ten (10) days to object to any notice of claim or loss made by an indemnified party. If the indemnifying Party does not object party objects to such indemnification notice of claim within 30 days of receiving notice thereofor loss, or fails to respond in such time period, the amount of such Claim Notice parties shall be deemed final and undisputed and endeavor in good faith to settle the indemnified Party shall be entitled to recover the amount of such claimdispute through negotiation. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such noticedispute cannot be resolved through negotiation, an “Objection Notice”) of receiving a Claim Notice)or another mutually agreeable dispute resolution mechanism, the Parties shall attempt to resolve such claim in good faith within 30 days either of the date of parties has the Objection Notice. If the Parties are unable right to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementrequest non-binding mediation.

Procedure for Indemnification. Upon becoming aware Promptly after receipt by an indemnified party under Sections 8.3 or 8.4 (“Indemnified Party”) of notice of the commencement of any action in or before any court or administrative agency or of facts which give rise to a claim for indemnification hereunder under Sections 8.3 or 8.4 (whether as collectively, a result “Claim”) against it, the Indemnified Party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section (the “Indemnifying Party”), give notice to the Indemnifying Party of the commencement thereof, but the failure so to notify the Indemnifying Party shall not relieve it of any Third liability that it may have to the Indemnified Party Claim or in connection with any Losses incurred by an indemnified Party pursuant except to this Article VI or otherwise), the indemnified Party shall give, in accordance with extent the terms of Section 9.2, notice defense of such claim (a “action is prejudiced thereby. In case any such Claim Notice”) shall be brought against the Indemnified Party and if notice shall be given to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate Indemnifying Party of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice commencement thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnifying Party shall be entitled to recover participate therein and, to the amount extent that it shall wish (unless the Indemnifying Party is also a party to such Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party under such Sections 8.3 or 8.4, as the case may be, for any fees of other counsel or any other related expenses with respect to the defense of such claimClaim, in each case subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If the indemnifying Indemnifying Party objects assumes the defense of such a Claim, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of legal requirements applicable to such indemnification claim the operation of the Offices or the Assets under federal, state, or local laws and/or regulations or any 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 notifying the indemnified Indemnifying Party and (b) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to the Indemnifying Party of the commencement of any Claim and it does not, within 30 fifteen (15) days (such noticeafter the Indemnified Party’s notice is given, an “Objection Notice”) give notice to the Indemnified Party of receiving a Claim Notice)its election to assume the defense thereof, the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Indemnifying Party shall be free to pursue bound by any determination made in such remedies as may be available on Claim or any compromise or settlement thereof effected by the terms and subject to the provision of this AgreementIndemnified Party.

Procedure for Indemnification. Upon becoming aware (a) Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any Proceeding with respect to which a claim for indemnification hereunder may be made pursuant to this Section 8, such Indemnified Party will, if a claim in respect thereof is to be made against Intrepid Potash, give written notice to Intrepid Potash of the commencement of such Proceeding; provided, however, that the failure of the Indemnified Party to give notice as provided herein shall not relieve Intrepid Potash of its obligations under this Section 8, except to the extent that Intrepid Potash is materially prejudiced by such failure to give notice. (whether b) In case any such Proceeding is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment (after consultation with legal counsel) a bona fide conflict of interest between such Indemnified Party and Intrepid Potash may exist in respect of such Proceeding, Intrepid Potash will be entitled to participate in and to assume the defense thereof (at its expense) with counsel reasonably satisfactory to such Indemnified Party, and after notice from Intrepid Potash to such Indemnified Party of its election so to assume the defense thereof, Intrepid Potash will not be liable to such Indemnified Party 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, however, in the event Intrepid Potash declines or fails to assume the defense of the Proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within a 30-day period, or if a court of competent jurisdiction determines that Intrepid Potash is not vigorously defending such Proceeding, or if there is a bona fide conflict of interest between Intrepid Potash and the Indemnified Party, then such Indemnified Party may employ counsel to represent or defend it in any such Proceeding and Intrepid Potash shall pay the reasonable fees and disbursements of such counsel or other representative as incurred; provided, further, however, that Intrepid Potash shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Proceeding. (c) Intrepid Potash will not settle any such Proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such Proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for which such Indemnified Party will be indemnified hereunder. No Indemnified Party will settle any Third Party Claim such Proceeding or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) consent to the indemnifying Party, providing reasonable detail entry of how any judgment without the claim has arisen and an estimate prior written consent of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days Intrepid Potash (such notice, an “Objection Notice”) of receiving a Claim Noticeconsent not to be unreasonably withheld), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware of a claim for The following procedure shall apply with respect to any claims or proceedings covered by the indemnification hereunder (whether as a result of any Third Party Claim or obligations in connection with any Losses incurred by an indemnified Party pursuant to this Article VI 1. (a) The party who is seeking indemnification (the "Claimant") shall give written notice to the party from whom indemnification is sought (the "Indemnitor") promptly, but in no event greater than 10 business days, after the Claimant learns of the claim or otherwise)proceeding; provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder if the Claimant uses its best efforts to mitigate Claimant's damages, except to the extent it is actually damaged thereby. Notwithstanding anything to the contrary contained herein, in the event that a Claimant gives notice to the Indemnitor within such 10 business day time period set forth above, the indemnified Party Claimant shall givehave no obligation to mitigate Claimant's damages under this paragraph 1.3(a). (b) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification, in accordance with the terms Indemnitor shall have the right to select and employ counsel of Section 9.2its own choosing to defend against any such claim or proceeding, notice to assume control of the defense of such claim (a “Claim Notice”) or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however that the Claimant may employ counsel, of its own choosing, at its sole expense. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Subject to the indemnifying Party, providing reasonable detail of how foregoing the Claimant shall not settle or compromise any such third party claim has arisen and an estimate without the prior consent of the amount the indemnified Party reasonably anticipates that it will Indemnitor, which consent shall not be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementunreasonably withheld.

Procedure for Indemnification. Upon becoming aware 13.3.1 Each Party, on behalf of a claim itself and its respective Aelis Indemnitees or Indivior Indemnitees (each such Person, an “Indemnitee”), shall provide the other Party (“Indemnifying Party”) prompt written notice of any Claim for which such Indemnitee intends to seek indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification obligations) hereunder (whether except to the extent that the indemnifying Party shall have been materially prejudiced as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified such failure. The Indemnifying Party shall give, have the initial right (but not obligation) to defend any Claim for which an Indemnitee seeks indemnification under this Agreement as contemplated in accordance with the terms of Section 9.2, preceding sentence so long as the Indemnifying Party provides notice of its assumption of defence within thirty (30) days of receiving such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Partynotice. If the indemnifying Indemnifying Party does not object fails to state in a written notice during such indemnification claim within 30 days thirty (30) day period its willingness to assume the defence of receiving notice thereofsuch a Claim, Aelis Indemnitee(s) or Indivior Indemnitee(s), as the amount case may be, shall have the right to defend, settle or otherwise dispose of such Claim Notice shall be deemed final and undisputed and at the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such noticeIndemnifying Party’s cost, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision terms hereof. 13.3.2 The Indemnifying Party may enter into any settlement with respect to, any such Claim for which it has assumed defence; provided that such settlement (a) includes an unconditional release of the Indemnitee from any and all liability to any Third Party, (b) does not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein, (c) does not involve any injunctive or other equitable relief which would be imposed on Indemnitee, and (d) does not provide for any finding or admission of a violation of law or violation of the rights of any Person by the Indemnitee or any of its Affiliates. The Indemnitee, its employees, agents and Affiliates shall cooperate with the Indemnifying Party and its legal representatives in the investigation and defense of any action, claim or liability covered by this Agreementindemnification. The Indemnitee shall have the right to be represented by counsel of its own selection and at its own expense.

Procedure for Indemnification. (1) Upon becoming aware the assertion by any third party of a claim for that may give rise to rights of indemnification hereunder under this Section 11, the party entitled to be indemnified (whether the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of the claim. The Indemnifying Party may undertake the defense, compromise, or settlement of such claim, provided that: (A) The Indemnifying Party shall timely provide to the Indemnified Party all information with respect to such defense, compromise, or settlement as a result of the Indemnified Party may request; and (B) The Indemnifying Party shall not assume any Third Party Claim position or take any action in connection with such defense, compromise, or settlement that would impose an obligation of any Losses incurred by an indemnified kind or restrict the actions of the Indemnified Party, it being understood that the Indemnifying Party pursuant to this Article VI would be acting solely on its own behalf, for its own account, and at its own risk. (2) In the event that the Indemnifying Party does not undertake the defense, compromise, or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice settlement of such claim (a “Claim Notice”) as provided in the foregoing, the Indemnified Party shall have the right to undertake the indemnifying Partydefense, providing reasonable detail compromise, or settlement of how such claim on behalf of, for the claim has arisen account of, at the expense of, and an estimate at the risk of the amount Indemnifying Party. The Indemnified Party shall, however, notify the indemnified Indemnifying Party reasonably anticipates that it will be entitled to on account of indemnification any compromise or settlement of any such claim. Any such claim paid by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnified Party shall be entitled payable by the Indemnifying Party to recover the amount Indemnified Party on demand of such claim. If the indemnifying Indemnified Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of with interest thereon from the date of demand at the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision rate of this Agreementeight percent (8%) per annum.

Procedure for Indemnification. Upon becoming aware The Indemnified Party shall follow the procedures set forth in this Section 9.3 in order to be entitled to indemnification with respect to claims resulting from the assertion of liability by persons or entities other than the Indemnified Party, including claims by Governmental Entities for penalties, fines and assessments. (1) In the event that any action, suit or proceeding (hereinafter, a "Legal Action") is brought against the Indemnified Party or any claim or demand is made by any person or entity, including any Governmental Entity (a "Third Party Claim"), in respect of which the Indemnified Party desires to make a claim for indemnification hereunder against the Indemnifying Party pursuant to this Section 9.3, the Indemnified Party shall give prompt written notice to the Indemnifying Party of the institution of such Legal Action or the making of such Third Party Claim, such notice to identify the amount, nature of, and other circumstances surrounding such claim. (whether as a result 2) Upon the written agreement of any the Indemnifying Party that it is obligated to indemnify hereunder, the Indemnifying Party may (and if so requested by the Indemnified Party shall) participate in such Legal Action or Third Party Claim or in connection assume the defense thereof, with any Losses incurred by an indemnified Party pursuant counsel satisfactory to this Article VI or otherwise)the Indemnified Party; provided, however, that the indemnified Indemnified Party shall givein any event have the right to participate at its own expense in the defense of any such Legal Action or Third Party Claim, and provided further that in accordance with no event may the terms Indemnifying Party settle or compromise a Legal Action or Third Party Claim without the prior written consent of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Indemnified Party, providing reasonable detail of how which consent shall not be unreasonably withheld. Without limiting the claim has arisen and an estimate generality of the amount the indemnified Party reasonably anticipates that foregoing, it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does shall not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and unreasonable to withhold consent to a settlement or compromise involving injunction or other equitable relief against the indemnified Indemnified Party shall be entitled to recover the amount or any of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such noticeits assets, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementemployees or business.

Procedure for Indemnification. Upon (a) Except as may be set forth in a Related Agreement, if an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including, without limitation, any governmental entity) who is not a party to this Agreement or to any of the Related Agreements of any claim or of the commencement by any such Person of any Action (a "Third-Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of a claim for such Third-Party Claim; provided that the failure of any Indemnitee to give notice as required by this Section 4.04 shall not relieve the Indemnifying Party of its obligations under this Article IV, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail, and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by such Indemnitee. (b) An Indemnifying Party may elect to defend or to seek to settle or compromise, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any Third-Party Claim, provided that the Indemnifying Party must confirm in writing that it agrees that the Indemnitee is entitled to indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice respect of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.Third-

Procedure for Indemnification. Upon becoming aware Each party indemnified under subsection (a) or (b) of a claim for indemnification hereunder this Section 2.7 (whether as a result the "Indemnified Party") shall, promptly after receipt of actual notice of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or in connection with any Losses incurred by an indemnified the commencement thereof, provided that the failure of the Indemnified Party pursuant to this Article VI or otherwise), notify the indemnified Indemnifying Party shall give, in accordance with not relieve the terms of Section 9.2, notice of such claim (a “Claim Notice”) 11 12 Indemnifying Party from any liability which it may have to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account of indemnification the indemnity agreement contained in subsection (a) or (b) of this Section 2.7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the indemnifying Indemnifying Party from any other liability which it may have to such Indemnified Party. If the indemnifying Party does not object to any such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the amount extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claimclaim or action, 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 2.7 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 shall have the right to employ separate counsel to represent it and assume its defense (in which case, the Indemnifying Party shall not represent it) if (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. The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm for all such Indemnified Parties, unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. 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 Indemnifying Party objects so assumes the defense thereof, it may not agree to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) any settlement of receiving a Claim Notice), the Parties shall attempt to resolve any such claim in good faith within 30 days or action as the result of which any remedy or relief, other than monetary damages for which the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Indemnifying Party shall be free responsible hereunder, shall be applied to pursue such remedies or against the Indemnified Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In any action hereunder as may be available on to which the terms and subject Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the provision Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof with counsel of this Agreementits 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. Upon becoming aware (a) Promptly after receipt by the Buyer or a Seller (collectively, “Indemnified Person(s)”) under Sections 7.2, 7.4 or 7.7 of notice of the commencement of any Proceeding against it, or Section 7.3 with respect to a claim for indemnification hereunder a reduction of the Acquisition Price, such Indemnified Person will, if a claim is to be made against the other Party under such Section (whether the “Indemnifying Person”), give notice to the Indemnifying Person of the commencement of such claim, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrate that the defense of such action is actually prejudiced by the Indemnified Person’s failure to give such notice. (b) If any Proceeding referred to in Section 7.5(a) is brought against an Indemnified Person and it gives notice to the Indemnifying Person of the commencement of such Proceeding, the Indemnifying Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless any of the Indemnifying Persons, are also a Party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person and, after notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 7.5 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (ii) the Indemnifying Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding 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 reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that monetary damages for which it will would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each of the Parties 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 Section 7.5 with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on account the Parties with respect to such a claim anywhere in the world. (e) For the purposes of indemnification this Section 7.5, any and all notices to be given to the Sellers may be given by the indemnifying Party. If Buyer to the indemnifying Party does not object to such indemnification claim within 30 days Sellers’ Agent on behalf of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed Sellers (and the indemnified Party Buyer shall not be entitled obligated to recover the amount of give any such claim. If the indemnifying Party objects notice to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Noticeall Sellers), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware a. If the Shareholder or DCX shall determine to make a claim asserting the existence of a claim for indemnification hereunder Loss as to which such party (whether as a result of any Third Party Claim or in connection with any Losses incurred by an the "Indemnitee") is to be indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2this Agreement, notice the Indemnitee shall promptly Notify the other party (the "Indemnitor") of such claim (in writing. Unless in the Indemnitee's reasonable judgment a “Claim Notice”) conflict of interest between the Indemnitee and Indemnitor may exist with respect to such claim, the Indemnitor shall have the right to defend against any such claim with counsel reasonably satisfactory to the indemnifying PartyIndemnitee, providing reasonable detail provided (a) the Indemnitor, within ten (10) days after the receipt of how such notice from the claim has arisen Indemnitee, shall notify the Indemnitee that the Indemnitor disputes the claim, giving the reasons therefor, and an estimate that the Indemnitor will, at its own expense, defend the same, and that (b) such defense is instituted promptly and maintained in good faith by the Indemnitor. In such event, the defense may, if necessary, be maintained in the Indemnitee's name, and the Indemnitee may, if it so elects, designate its own counsel to participate at the Indemnitee's sole expense, along with the counsel selected by the Indemnitor, in the conduct of such defense. The Indemnitee shall, in any event, be kept fully advised as to the status of such defense. If such defense is assumed, the Indemnitor will not be subject to any liability for any settlement made by the Indemnitee without its consent (but such consent will not be unreasonably withheld). Notwithstanding the foregoing, following the Closing, DCX shall have the right to direct and control the negotiations, settlement and litigation if the same have a direct material effect upon the operations of the amount Company's business, and the indemnified Party reasonably anticipates that it will be entitled to on account conduct of indemnification by the indemnifying Partyany necessary investigatory or remedial activities. If the indemnifying Party does Indemnitor shall receive notice from the Indemnitee of a claim, as aforesaid, and shall either fail to notify the Indemnitee of its election to defend such claim or fail to maintain such defense in good faith, the Indemnitee shall defend such claim at Indemnitor's expense. In such event, the Indemnitor shall not object be obligated to pay the fees and expenses of more than one counsel for all Indemnitees with respect to such indemnification claim within 30 days claim, unless in the reasonable judgment of receiving notice thereof, the amount any Indemnitee a conflict of interest may exist between such Claim Notice shall be deemed final Indemnitee and undisputed and the indemnified Party shall be entitled any other Indemnitee with respect to recover the amount of such claim. If the indemnifying Party objects defense of any claim shall, upon final nonappealable determination, be unsuccessful, then in any such event the Indemnitor shall fully satisfy and discharge the claim or any judgment within thirty (30) days after notice from the Indemnitee to such the Indemnitor requesting it to do so. b. It is the intent of all parties to this Agreement that any Losses subject to indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on satisfied solely by delivery or issuance of shares of non-registered common stock of DCX by the terms and subject Indemnitor to the provision Indemnitee, up to a maximum of this Agreement125,000 shares.

Procedure for Indemnification. Upon becoming aware (a) Each Indemnified Party under this Section 11 shall, promptly after the receipt of a claim for indemnification hereunder (whether as a result notice of the commencement of any Third Claim against such Indemnified Party Claim or in connection with respect of which indemnity may be sought from an Indemnifying Party under this Section 11, notify such Indemnifying Party in writing of the commencement thereof. The omission of any Losses incurred by an indemnified Indemnified Party pursuant to so notify such Indemnifying Party of any such action shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party under this Article VI or otherwise)Section 11 unless, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) and only to the indemnifying extent that, such omission results in such Indemnifying Party’s loss of substantive or practical rights or defenses. In case any such Claim shall be brought against any Indemnified Party, providing reasonable detail of how the claim has arisen and an estimate it shall notify such Indemnifying Party of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice commencement thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnifying Party shall be entitled to recover assume the amount defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. (b) In connection with the obligation of an Indemnifying Party to indemnify for Losses as set forth above, such Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnified Party for all such Losses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between such Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party) as they are incurred by such Indemnified Party. (c) Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such claim. If Claim if, in the indemnifying Party objects reasonable opinion of counsel to such indemnification claim Indemnified Party, either (by notifying x) one or more defenses are available to the indemnified Indemnified Party within 30 days that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such noticeIndemnified Party, an “Objection Notice”on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of receiving a Claim Notice)more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. (d) The Indemnifying Party agrees that it will not, without the Parties shall attempt to resolve such claim in good faith within 30 days prior written consent of the date of the Objection Notice. If the Parties are unable to resolve such claimIndemnified Party, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject settle, compromise or consent to the provision entry of this Agreementany judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. (e) The Parties agree to treat indemnification payments under Section 11 as adjustments to the Purchase Price for tax purposes.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred Promptly after receipt by an indemnified Party pursuant to party under this Article VI or otherwiseSection 7.4 of notice of the commencement of any action (including any governmental action), the such indemnified Party shall giveparty will, if a claim in accordance with the terms of respect thereof is to be made against any indemnifying party under this Section 9.27.4, notice of such claim (a “Claim Notice”) deliver to the indemnifying Partyparty a written notice of commencement thereof and the indemnifying party shall have the right to participate in, providing 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 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 detail opinion of how counsel for the claim has arisen 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 an estimate any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 7.4 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party other than under this Section 7.4. The indemnification required by this Section 7.4 shall be made by periodic payments of the amount thereof during the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days course of the date of the Objection Notice. If the Parties are unable to resolve investigation or defense, promptly as such claimexpense, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementloss, damage or liability is incurred.

Procedure for Indemnification. Upon becoming aware DEFENSE OF THIRD-PARTY CLAIMS (a) Promptly after receipt by a Person entitled to indemnity under Section 10.2 or 10.3 (an "Indemnified Person") of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person obligated to indemnify under such Section (an "Indemnifying Person"), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person's failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If any claim referred to in Section 10.7(a) is brought against an Indemnified Person by means of a Proceeding and the Indemnified Person gives written notice to the Indemnifying Person of the commencement of such Proceeding, the Indemnifying Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the Indemnifying Person is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person. After written notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 10 for indemnification hereunder 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the Indemnifying Person unless (whether A) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person or (B) the Indemnified Person consents to such compromise or settlement, which such consent will not be unreasonably withheld or delayed. (c) If written notice is given to an Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, within fifteen days after the Indemnified Person's notice is given, give written notice to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Person. (d) 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 any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that monetary damages for which it will would be entitled to on account of indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying Party. If Indemnifying Person, assume the indemnifying Party does not object exclusive right to defend, compromise, or settle such Proceeding unless the Indemnifying Person is also a party to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed Proceeding and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim Indemnifying Person determines in good faith within 30 days that joint representation would be inappropriate, but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Notwithstanding the date provisions of the Objection Notice. If the Parties are unable to resolve such claimSections 10.7(a) through (d), the indemnified Party shall any claim involving Taxes will be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementgoverned by Article 11.

Procedure for Indemnification. Upon becoming 8.6.1 If a Party becomes aware of any matter or circumstance that may give rise to a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)against the other Party, the indemnified such Party shall give, in accordance with the terms of Section 9.2, as soon as reasonably practicable give a written notice of such claim thereof (a “Claim Notice”) to such other Party setting out such information as is available to such Party as is reasonably necessary to enable such other Party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other Party may consider necessary. 8.6.2 A Claim Notice under this Agreement by any of Seller Indemnified Parties or Purchaser Indemnified Parties to the indemnifying Party (“Indemnifying Party, providing ”) shall specify in reasonable detail the legal and factual basis of how the claim has arisen and the evidence on which the relevant Party giving such Claim Notice relies and, an estimate of the amount of Losses which are, or are to be, the indemnified Party reasonably anticipates that it will be entitled to subject of the claim (including any Losses which are contingent on account the occurrence of indemnification any future event). No delay in providing a Claim Notice by the indemnifying Indemnified Party shall relieve the Indemnifying Party of its indemnification obligations hereunder, except in case where any right or defense available to the Indemnifying Party is prejudiced or otherwise impaired by reason of such delay, provided that notwithstanding anything to the contrary contained herein, no claim may be asserted nor may any action be commenced against any Indemnifying Party unless a Claim Notice for such claim or action is given prior to the termination of the relevant survival period set out in Section 8.1. 8.6.3 The Indemnifying Party shall have thirty (30) Business Days after its receipt of a Claim Notice to respond in writing to such Claim Notice. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) Business Day period, the Indemnifying Party shall be deemed to have rejected such Claim Notice, in which case the Indemnified Party shall have the right to commence arbitration or legal proceedings pursuant to Section 12.8 of this Agreement. 8.6.4 Any claim notified pursuant to this Section 8.6 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn at the later of (i) one (1) month after the expiry of the relevant survival period as set out in Section 8.1 or (ii) two (2) months after the date of the Claim Notice for such claim, unless at such time arbitration or legal proceedings in respect of the relevant claim (x) have been commenced (in the case of legal proceedings by being both issued and served) and (y) are being and continue to be pursued with reasonable diligence. 8.6.5 If any claim is instituted by a third party (including any Governmental Authority) against any Indemnified Party (a “Third Party Claim”), the Indemnified Party shall promptly, but in no event more than fifteen (15) days following such Indemnified Party’s receipt of such a Third Party Claim, send a claim notice to the Indemnifying Party. 8.6.6 The Indemnifying Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defense of a Third Party Claim by advising the Indemnified Party of its election within thirty (30) days of the date it receives notice of the Third Party Claim from the Indemnified Party. If the indemnifying Indemnifying Party does not object elects to participate in or assume control of such negotiation, settlement or defense, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control the negotiation, settlement or defense of such Third Party Claim, and the Indemnified Party shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim and to retain counsel to act on its behalf; provided, however, that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party has requested the Indemnified Party to participate in such negotiation, settlement or defense, (ii) in the reasonable opinion of counsel to the Indemnified Party, there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iii) in the reasonable opinion of the counsel to the Indemnifying Party, there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that would make such separate representation advisable, in any of which events the Indemnifying Party shall be responsible for reasonable fees and expenses of the Indemnified Party’s counsel. 8.6.7 The Indemnified Party shall cooperate with the Indemnifying Party so as to permit the Indemnifying Party to conduct the negotiation, settlement and defense of a Third Party Claim and for this purpose shall preserve all relevant documents in relation to such indemnification claim within 30 days Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of receiving notice thereof, all such documents and require its personnel to provide such statements as the amount Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of such Claim Notice shall be deemed final and undisputed and Third Party Claim. If the indemnified Indemnifying Party (i) elects not to compromise or defend such Third Party Claim, (ii) fails to notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or (iii) elects to assume control of the negotiation, settlement or defense of the third party claim but thereafter fails to conduct such negotiation, settlement or defense with reasonable diligence, then the Indemnified Party shall be entitled to recover the amount of assume such claim. If the indemnifying control and settle, compromise, defend such Third Party objects Claim and seek indemnification for any and all Losses based upon, arising from or relating to such indemnification claim (by notifying the indemnified Third Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the Claim. 8.6.8 Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except that the Indemnifying Party shall have the right to settle a Third Party Claim if such settlement does not lead to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. 8.6.9 The Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim for which it is seeking indemnification from the Indemnifying Party or admit to any liability with respect to such claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Article 8, no Indemnifying Party shall have any liability for any Losses arising out of or in connection with any Third Party Claim that is settled or compromised by an Indemnified Party without the prior written consent of such Indemnifying Party (subject to the foregoing sentence).

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred Promptly after receipt by an indemnified Party pursuant to party under this Article VI or otherwiseSection 3 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 3, deliver to the indemnified Party indemnifying party a written notice of the commencement thereof and the indemnifying party shall givehave the right to assume the defense of any such claim or any litigation resulting, in accordance with provided that counsel for the terms of Section 9.2indemnifying party, notice who shall conduct the defense of such claim or litigation, shall be approved by the indemnified party (a “Claim Notice”) whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own expense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 3, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 3. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, providing reasonable detail consent to entry of how any judgment or enter into any settlement that does not include as an unconditional term thereof the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification giving by the indemnifying Party. If the indemnifying Party does not object claimant or plaintiff to such indemnification claim within 30 days Indemnified Party of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects a release from all liability in respect to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementor litigation.

Procedure for Indemnification. Upon becoming aware of Except as otherwise provided to the contrary in 41 42 Section 5.12(h) or the Escrow Agreement, if a claim for Damages is to be made by a Person entitled to indemnification hereunder under this Article VIII (whether as a result an "Indemnified Party") or promptly after receipt by an Indemnified Party of notice of the commencement of any Third Proceeding by a third party in respect of which the Indemnified Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)will seek indemnification hereunder, the indemnified Indemnified Party shall givepromptly notify the other party hereto that is obligated to provide such indemnification (an "Indemnifying Party") thereof of the facts and circumstances giving rise to such claim; provided, in accordance with however, that the terms failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of Section 9.2, notice of such claim (a “Claim Notice”) its obligations hereunder except to the indemnifying Party, providing reasonable detail of how extent that (and only to the claim has arisen and an estimate of extent that) such failure shall have caused actual prejudice to the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified The Indemnifying Party shall be entitled to recover participate in the amount defense of such claim and shall also be entitled to assume control at its own cost of such defense with counsel reasonably satisfactory to such Indemnified Party upon giving the Indemnified Party notice within sixty days after notification from the Indemnified Party of such claim; in each case with prejudice to the right of the Indemnifying Party to thereafter contest its obligation to provide indemnification hereunder; provided, however, that: (a) the Indemnified Party shall be entitled to participate in (but not control) the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim, which approval will not to be unreasonably withheld or delayed. Notwithstanding the foregoing provisions, Sabratek or LWI shall be entitled to control the defense of any claim with respect to which it intends to seek indemnification, provided that (i) Sabratek determines in good faith that the Cap (as defined in Section 8.3) would be exceeded if such claim were adversely determined against Sabratek or LWI, and (ii) Sabratek or LWI, as the case may be, employs counsel reasonably satisfactory to Ralin. Except as otherwise provided to the contrary in Section 5.12(h) or the Escrow Agreement, after written notice by the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of any claim as provided herein, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any legal expenses or other costs and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless there is an actual conflict of interest that cannot be reasonably waived and that requires the parties to retain separate legal counsel under applicable rules of professional conduct for such counsel. If the indemnifying Indemnifying Party objects to does not assume control of the defense of such indemnification claim (by notifying the indemnified Party within 30 days (as provided herein or diligently conduct such notice, an “Objection Notice”) of receiving a Claim Notice)defenses if assumed, the Parties Indemnified Party shall attempt have the right to resolve defend such claim in good faith within 30 days a reasonable manner, including settling such claim with the prior written consent of the date of the Objection Notice. If the Parties are unable to resolve such claimIndemnifying Party, the indemnified Party which consent shall not be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementunreasonably withheld or delayed.

Procedure for Indemnification. Upon becoming aware Where Liabilities are determined to have arisen from both RCC’s and Customer’s actions or failure to act, the financial liability for such Liabilities shall be allocated among the parties based on the relative fault of a the parties. A party intending to claim for indemnification hereunder under this Agreement (whether as a result “Indemnitee”) shall promptly notify the indemnifying party (“Indemnitor”) in writing of any Third Party Claim claim, lawsuit or other action in connection respect of which the Indemnitee intends to claim such indemnification; provided, however, that the failure to provide such prompt notice shall not affect a party’s rights to indemnification if such failure to deliver notice does not materially prejudice the Indemnitor’s ability to defend the claim. The Indemnitee shall cooperate with the Indemnitor in the defense of the claim, and the Indemnitor shall have the right to control the defense and/or settlement of the claim. The Indemnitor will not be liable for any Losses incurred by an indemnified Party pursuant Liabilities associated with the settlement of any claim or action against the Indemnitee unless the Indemnitor has received prior notice of the settlement and has agreed in writing to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2the settlement. The indemnification obligations set forth above state the entire liability of either party under this Agreement in respect of any third party claim for infringement of intellectual property. Nothing contained in this Agreement is intended to require Indemnitor to pay to Indemnitee any amount other than (a) for the costs of Indemnitee’s defense, notice of if Indemnitor fails to defend, and (b) such claim (a “Claim Notice”) amount actually paid by Indemnitee to the indemnifying Partythird party claimant, providing reasonable detail of how if Indemnitor fails to pay the claim has arisen and an estimate third party claimant directly, for any settlement approved by Indemnitor or any finally awarded judgment in favor of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementthird party claimant.

Procedure for Indemnification. Upon becoming aware After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim for indemnification hereunder in respect thereof is to be made against a Member (whether as a result the “Indemnifying Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any Third liability that it may have to any Indemnified Party Claim or with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)the indemnity obligations of the Indemnifying Member, the indemnified Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party shall give, in accordance with for which the terms of Section 9.2, Indemnified Party has given written notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate Indemnifying Member of the amount commencement thereof, the indemnified Party reasonably anticipates that it will Indemnifying Member shall be entitled to on account of indemnification by participate therein and, to the indemnifying Partyextent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying Party does not object Indemnifying Member elects to assume the defense of such indemnification claim within 30 days of receiving notice thereofaction, the amount Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such Claim Notice shall be deemed final and undisputed and action, or at any time fails diligently to pursue such defense, the indemnified Indemnified Party shall be entitled to recover assume the amount defense of such claimaction with counsel of its own choice, at the expense of the Indemnifying Member. If the indemnifying action is asserted against both the Indemnifying Member and the Indemnified Party objects and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such indemnification claim (by notifying action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party within 30 days (and it is practical for all such notice, an “Objection Notice”) of receiving a Claim Notice)parties to be represented by common counsel, the Parties Indemnifying Member shall attempt not be responsible for paying for more than one separate firm of attorneys to resolve such claim in good faith within 30 days represent the indemnified parties, regardless of the date number of the Objection Noticeindemnified parties. If the Parties are unable Indemnifying Member elects to resolve assume the defense of such claimaction, (y) no compromise or settlement thereof may be effected by the Indemnifying Member 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 Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party shall be free to pursue against such remedies as may be available on the terms and subject to the provision of this Agreementaction.

Procedure for Indemnification. Upon becoming aware In the event that any party hereto shall incur any Loss or Losses in respect of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred which indemnity may be sought by an indemnified Party such party pursuant to this Article VI or otherwiseVI, the party from whom such indemnity may be sought ("Indemnifying Party") shall be given written notice thereof by the party seeking such indemnity ("Indemnified Party"), which notice shall specify the indemnified Party shall give, in accordance with the terms of Section 9.2, notice amount and nature of such claim (a “Claim Notice”) to Loss or Losses and include the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate request of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account for indemnification of indemnification by the indemnifying Partysuch amount. If the indemnifying Indemnifying Party does not object wishes to defend any claim for any Loss or Losses for which such indemnification claim within 30 days Indemnifying Party is or may be liable, and such Indemnifying Party first acknowledges liability and establishes (to the reasonable satisfaction of receiving notice thereofthe Indemnified Party) the Indemnifying Party's financial ability to pay for any such Loss or Losses, then such Indemnifying Party may, at its own expense, defend such claim; provided that the amount of such Claim Notice shall be deemed final and undisputed and Indemnified Party may retain counsel (at the indemnified Party shall be entitled Indemnified Party's expense) to recover monitor the amount defense of such claim, and may take over such defense (at the Indemnifying Party's expense) if, during the course thereof, it reasonably appears that the Indemnifying Party has lost its ability to pay for any Loss or Losses threatened by such claim. If Amounts payable by the indemnifying Indemnifying Party objects to such the Indemnified Part in respect of any Loss or Losses for which any party is entitled to indemnification claim (hereunder, shall be payable by notifying the indemnified Indemnifying Party within 30 days (such noticeas incurred by the Indemnified Party upon the final determination, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days either by mutual agreement of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject parties hereto or pursuant to the provision final judgment of this Agreementa court of competent jurisdiction.

Procedure for Indemnification. Upon becoming aware of (a) Any Indemnified Person making a claim for indemnification under this Section 10.6 shall notify the indemnifying party (an "Indemnitor") of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused the Damages for which the Indemnitor becomes obligated to be greater than such Damages would have been had the Indemnified Person given the Indemnitor prompt notice hereunder. Any Indemnitor shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Person's claim for indemnification at such Indemnitor's expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing counsel reasonably acceptable to the Indemnified Person to be the lead counsel in connection with such defense; provided further that, prior to the Indemnitor assuming control of such defense it shall first verify to the Indemnified Person in writing that such Indemnitor shall be fully responsible (with no reservation of any rights) for the entirety of all liabilities and obligations relating to such claim for indemnification and that it will provide full indemnification (whether or not otherwise required hereunder) to the Indemnified Person with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Person, except that the Indemnitor shall pay fees and expenses of separate counsel to the Indemnified Person that (x) are incurred prior to the date the Indemnitor effectively assumes control of such defense or (y) are incurred by the Indemnified Person because the Indemnified Person is also a party to such action and the Indemnified Person determines in good faith that joint representation would be inappropriate; (ii) the Indemnitor shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Person if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnified Person reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or materially injure the Indemnified Person's reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnified Person; (D) upon petition by the Indemnified Person, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; or (E) the Indemnified Person reasonably believes that the Damages relating to such claim for indemnification could exceed the maximum amount that such Indemnified Person could then be entitled to recover under the applicable provisions of Article X; (iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnified Person before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of any Third Party Claim such settlement or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI cessation, injunctive or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it other equitable relief will be entitled to on account of indemnification by imposed against the indemnifying Party. If the indemnifying Party Indemnified Person or if such settlement does not object expressly and unconditionally release the Indemnified Person from all liabilities and obligations with respect to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, with prejudice; and, (iv) any defense of a claim relating to a Franchise Dispute shall continue to be conducted in a manner consistent with the indemnified Party shall be free to pursue Company’s past practice in defending such remedies as may be available on the terms and subject claims to the provision of this Agreementextent practicable.

Procedure for Indemnification. Upon becoming aware (a) Promptly after receipt by a party (an "Indemnified Party") of notice of the assertion of any claim by a claim person not a party to this Agreement (a "Third Party Claim") with respect to which such Indemnified Party expects to make a request for indemnification hereunder, such party shall give the party who may become obligated to provide indemnification hereunder (whether the "Indemnifying Party") written notice describing such claim or fact in reasonable detail. Upon receipt of such notice, the Indemnifying Party may, at its option, assume the defense of the Indemnified Party against such claim (including the employment of counsel, who shall be reasonably satisfactory to the Indemnified Party, and the payment of expenses). The Indemnified Party shall have the right to employ separate counsel in any such action or claim 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, unless (i) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, which authorization shall not be unreasonably withheld, or (iii) the named parties to any such action (including impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnifying Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party. The Indemnifying Party shall not settle or compromise any such claim without the Indemnified Party's prior written consent, unless the terms of such settlement or compromise release the Indemnified Party from any and all liabilities with respect to such Third Party Claim. (b) Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to the Indemnifying Party. If the Indemnifying Party does not respond to such notice within 60 days, it shall have no further right to contest the validity of such claim. In the event that a dispute arises between the Indemnifying Party and the Indemnified Party as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Indemnifying Party and the Indemnified Party shall be free attempt in good faith to pursue negotiate a resolution thereof; provided, that the foregoing shall not preclude the assertion by the Indemnified Party of any right (whether hereunder or otherwise) or the seeking of any and all remedies against the Indemnifying Party for any such remedies as may be available on the terms and subject to the provision of this Agreementclaim.

Procedure for Indemnification. Upon becoming aware If a third-party claim is made against a Seller Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that such claim could give rise to a right of a claim for indemnification, then such Seller Indemnitee or Buyer Indemnitee (an "INDEMNITEE") shall give written notice to the party obligated to provide indemnification hereunder (whether 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 shall not limit the indemnification obligations of the Indemnifying Party hereunder except to the extent that the delay in giving, or failure to give, such notice has a result material adverse effect upon the ability of any Third the Indemnifying Party Claim or to defend against the claim). The Indemnifying Party shall defend such claim, at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in connection with any Losses incurred the defense at its own expense (and may retain its own counsel at the expense of the Indemnifying Party if it shall determine that representation of it and the Indemnifying Party by the same counsel would present a conflict). If the Indemnifying Party shall fail to defend such claim within 10 days after notice thereof shall have been given by an indemnified Indemnitee to the Indemnifying Party pursuant or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, but not the obligation, to this Article VI undertake the defense of, and to compromise or otherwisesettle (exercising reasonable business judgment), the indemnified Party shall giveclaim on behalf, in accordance with for the terms account, and at the risk and expense (including without limitation the payment of Section 9.2, notice the reasonable attorneys' fees of such claim (a “Claim Notice”Indemnitee regardless of whether the Indemnitee prevails against the third party claim) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Indemnifying Party. If the indemnifying Indemnifying Party does not object assumes the defense of such claim, the obligation of the Indemnifying Party hereunder as to such indemnification claim within 30 days of receiving notice thereof, shall include taking all steps necessary in the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount defense or settlement of such claim. If The Indemnifying Party shall not consent to the indemnifying 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 objects unless it shall have given such Indemnitee not less than 15 days prior written notice of the proposed consent, settlement or compromise, 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 approval of a proposed consent, settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) Indemnitee of receiving a Claim Notice), the Parties shall attempt to resolve release from all liability in respect of such claim in good faith within 30 days of except the date of liability satisfied by the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementIndemnifying Party.

Procedure for Indemnification. Upon becoming aware of a claim for With respect to any third-party claims or proceedings as to which the Claimant is entitled to and seeks indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)hereunder, the indemnified Party Indemnitor shall givehave the right, subject to the provisions of this Section 6.4, to employ counsel reasonably acceptable to the Claimant to defend against each such claim or proceeding, if any, or to compromise, settle, or otherwise dispose of the same if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties shall fully cooperate in accordance with each such action, and shall make available to each other all of their books or records, if any, useful for the terms of Section 9.2, notice defense of such claim (or proceeding. As a “Claim Notice”) condition of tendering defense of such claim or proceeding to the indemnifying PartyIndemnitor, providing the Claimant shall have the right to require the Indemnitor to post a bond or provide other reasonable detail assurance to the Claimant that the Indemnitor can and shall pay all liabilities arising from such claim or proceeding in the event of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Partyunsuccessful defense or any settlement. If the indemnifying Party does not object Indemnitor fails to acknowledge in writing to the Claimant the Indemnitor’s obligation to defend against or settle such indemnification claim or proceeding or fails to provide such bond or assurance, in each case within 30 twenty (20) days of after receiving notice thereofthereof from the Claimant, or such shorter time specified in such notice as the circumstances of the matter dictate, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party Claimant shall be free to pursue such remedies as may be available on engage counsel of the terms Claimant’s choice and subject defend against or settle the matter, all at the expense of the Indemnitor. Notwithstanding anything herein to the provision contrary, (i) the Claimant shall always be free to engage its own counsel and participate fully in the defense of this Agreementany claim or proceeding being defended by the Indemnitor under the indemnification provisions hereof, it being understood that the Indemnitor shall bear the expense of such counsel in the event that such claim or proceeding seeks in whole or in part any nonmonetary relief, and (ii) the Indemnitor shall not effect any settlement relating to any claim or proceeding under the indemnification provisions hereof that seeks in whole or in part any nonmonetary relief or that could adversely affect the Claimant without the prior written consent of the Claimant.

Procedure for Indemnification. Upon becoming aware of (a) Any Indemnified Party making a claim for indemnification hereunder (whether as a result shall notify the Indemnifying Party or Parties of the claim in writing. EPGC shall notify the Principal and EPC promptly in writing of any Third facts, loss or claim which it reasonably believes could be the basis for a claim for indemnification under this Article XI. Subject to the provisions of Article XII, an Indemnified Party Claim may take any and all actions against an Indemnifying Party (or in connection with any Losses incurred Parties) to enforce its rights to indemnification under this Agreement. (b) With respect to third Person claims which are indemnifiable hereunder, promptly after receipt by an indemnified Indemnified Party pursuant under Sections 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 this Article VI or otherwise)be made against an Indemnifying Party under such Section, give written notice to the indemnified Indemnifying Party of the commencement thereof. The failure to so notify the Indemnifying Party shall give, in accordance relieve the Indemnifying Party of any liability that it may have to an Indemnified Party with the terms of Section 9.2, notice of respect to such claim (a “Claim Notice”) Action only to the indemnifying Party, providing reasonable detail of how extent the claim has arisen Indemnifying Party is prejudiced by the failure to be so notified. In case any such action shall be brought against an Indemnified Party and an estimate the Indemnified Party shall give written notice to the Indemnifying Party of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice commencement thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnifying Party shall be entitled to recover participate therein and, to the amount of extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such claimIndemnified Party. If the indemnifying Indemnifying Party objects elects to assume the defense of such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)Action, the Parties Indemnified Party shall attempt have the right to resolve such claim employ separate counsel at its own expense and to participate in good faith within 30 days of the date of the Objection Noticedefense thereof. If the Parties are unable Indemnifying Party elects not to resolve assume (or fails to assume) the defense of such claimAction, the indemnified Indemnified Party shall be free entitled to pursue assume the defense of such remedies as Action with counsel of its own choice, at the expense of the Indemnifying Party. If the Action is asserted against both the Indemnifying Party and 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 responsible for paying for more than one separate firm of 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, (a) no compromise or settlement thereof may be available on effected by the terms Indemnifying Party without the 63 70 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 subject (b) the Indemnifying Party shall have no liability with respect to the provision of this Agreementany compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).

Procedure for Indemnification. Upon becoming aware Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification ("Indemnitee") shall promptly notify the other party ("Indemnitor") of a the claim and, when known, the facts constituting the basis for such claim. If any claim for indemnification hereunder (whether as a result of any Third Party Claim results from or is in connection with any Losses incurred claim or Adverse Consequence by an indemnified Party pursuant a person who is not a party to this Article VI or otherwiseAgreement ("Third Party Claim"), such notice shall also specify, if known, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and amount or an estimate of the amount of the indemnified liability arising therefrom. The Indemnitee shall give the Indemnitor prompt notice of any such claim and the Indemnitor shall undertake the defense thereof by representatives of its own choosing, reasonably satisfactory to the Indemnitee, at the expense of the Indemnitor. The Indemnitee shall have the right to participate in any such defense of a Third Party reasonably anticipates that it will be entitled to on account Claim with advisory counsel of indemnification by the indemnifying Partyits own choosing, at its own expense. If the indemnifying Indemnitor, within a reasonable time after notice of any such Third Party Claim, fails to defend, the Indemnitee or any Affiliate of the Indemnitee shall have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, and for the account of, the Indemnitor, at the expense and risk of the Indemnitor. The Indemnitor shall not, without the Indemnitee's written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment that does not object to such indemnification claim within 30 days of receiving notice include, as an unconditional term thereof, the amount giving by the claimant or the plaintiff to Indemnitee and/or Indemnitee's Affiliate or Affiliates, as the case may be, an unconditional release from all liability in respect of such Claim Notice Third Party Claim. The Indemnitee shall be deemed final and undisputed not pay any claim covered by this right to indemnification prior to giving the Indemnitor the notice of such claim required by this Section 6 and the indemnified Party shall be entitled to recover opportunity provided hereinafter, handle the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementitself.

Procedure for Indemnification. Any party seeking indemnification (the "Indemnified Party") with respect to a third party claim (as opposed to a claim between the parties, only) shall give written notice (the "Notice") to the party from whom indemnification is sought (the "Indemnifying Party") of the facts and circumstances giving rise to the claim for indemnification. Upon becoming aware receipt of a claim for indemnification hereunder Notice respecting a third party claim, the Indemnifying Party shall have the obligation to either pay or, subject to the rights of or duties to any insurer having liability therefor, defend the third party claim, with attorneys reasonably acceptable to the Indemnified Party, provided that (whether as a result i) the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any Third final judgment or settlement, (ii) the Indemnified Party Claim is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, and (iii) no settlement or compromise of any matter shall be made without the consent of the Indemnified Party, which consent shall not be unreasonably withheld. In addition, the Indemnified Party may also participate at its expense in connection with any Losses incurred such contest or defense. Such options shall be exercised by an indemnified the giving of notice by the exercising party to the other parties within ten (10) days of receipt of a Notice. Upon a failure of Indemnifying Party to pay or assume the defense of the matter or if the Indemnified Party reasonably rejects the tender of such defense, the Indemnified Party may proceed to pay, settle, compromise or otherwise handle the matter and seek indemnification as provided for herein. The parties acknowledge that pursuant to this Article VI or otherwiseSection 8.4 Seller, as "Indemnifying Party," has agreed to undertake the defense of the ▇▇▇▇ ▇▇▇▇▇ Litigation and the EEOC Claim, and the other matters listed in Schedule 2.16(f), the indemnified Party shall giveThreatened or Pending Discrimination Litigation and Schedule 2.24, in accordance with the terms of Section 9.2Litigation and Compliance, notice of such claim (a “Claim Notice”) and has agreed to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate provisions of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision second sentence of this AgreementSection 8.4 with respect thereto.

Procedure for Indemnification. Upon becoming aware (a) In the event that any Seller Indemnified Party, on the one hand, or any Buyer Indemnified Party, on the other hand, shall sustain or incur any Damages in respect of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred which indemnity may be sought by an indemnified Party such party pursuant to this Article VI X or otherwiseany other provision of this Agreement (each, an “Indemnification Matter”), the party indemnified Party hereunder (the “Indemnitee”) shall givenotify the parties providing indemnification (collectively, the “Indemnitor”) by sending written notice to the Indemnitor (each, an “Indemnity Notice”). In the case of an Indemnification Matter involving a third party claim which, if successful, could result in accordance with an indemnity payment hereunder, an Indemnity Notice shall be given promptly after the terms discovery by an Indemnitee of Section 9.2the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, notice however, that any delay or failure to notify any Indemnitor of any claim shall not relieve it from any liability except to the extent that the defense of such action is prejudiced or adversely affected by such delay or failure to notify. (b) In the case of third party claims the Indemnitee shall give the Indemnitor the opportunity (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee (provided such are pursued in a professional and diligent manner); (ii) to take all other reasonable steps or proceedings to settle or defend any such claims and shall be entitled to settle any such claim which is solely for money damages without the prior written consent of the Indemnitee, provided that the Indemnitor shall not settle any other such third party claim without the prior written consent of the Indemnitee (including, without limitation, if such claim seeks or such settlement imposes equitable remedies or injunctive relief on the Indemnitee); and (iii) to employ counsel designated by the Indemnitor and reasonably satisfactory to the Indemnitee to contest any such claim or liability in the name of the Indemnitee or otherwise, as permitted by law. The Indemnitor shall, within 20 days of receipt of an Indemnity Notice of such claim (a the “Claim NoticeIndemnity Notice Period”) ), give written notice to the indemnifying Party, providing reasonable detail Indemnitee of how its intention to assume the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount defense of such claim. If the indemnifying Party objects defendants in any action include any Indemnitee and any Indemnitor and any Indemnitee shall have been advised by its counsel that there may be legal defenses available to such indemnification Indemnitee which are different from, or in addition to, those available to any Indemnitor, or if a conflict of interest exists between any Indemnitee and any Indemnitor, then in either case, the Indemnitee shall have the right to employ its own counsel in such action, and, in such event (or in the event that the Indemnitor does not timely assume the defense within the Indemnity Notice Period as provided in the immediately succeeding sentence), the reasonable fees and expenses of the Indemnitee’s counsel shall be borne by the Indemnitor and shall be paid by the Indemnitor from time to time within 20 days of receipt of appropriate invoices therefor. If the Indemnitor does not deliver to the Indemnitee within the Indemnity Notice Period written notice that the Indemnitor shall assume the defense of any such claim or litigation resulting therefrom pursuant to, and in accordance with, the provisions of this Article X, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate, and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate with the consent of the Indemnitor (not to be unreasonably withheld or delayed), all at the expense of the Indemnitor, and the costs and expenses of all proceedings, contests or lawsuits and all other Damages sustained or incurred with respect to such claims, proceedings or litigations shall be borne solely by notifying the indemnified Party Indemnitor. In the event that the Indemnitor does timely assume the defense as provided above, the Indemnitee shall have the right to fully participate in such defense (including, without limitation, with counsel of its choice) at its sole expense (except as otherwise provided herein), and the Indemnitor shall reasonably cooperate with the Indemnitee in connection with such participation, and in all cases the Indemnitor shall keep the Indemnitee fully informed as to all matters concerning each third party claim and shall promptly notify the Indemnitee in writing of any and all significant developments relating thereto. Within five (5) business days after the occurrence of an order or other determination with respect to each third party claim by any court, panel of arbitrator(s) or Governmental Authority having jurisdiction thereof, the Indemnitor shall pay the Indemnitee the amount of Damages sustained or incurred by the Indemnitee which have not theretofore been paid to the Indemnitee as provided above. (c) In the event that an Indemnification Matter does not involve a third party claim and is uncontested, the Indemnitor shall, within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of after the date of the Objection an Indemnity Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject pay to the provision Indemnitee the amount of this AgreementDamages which are at the time sustained or incurred by the Indemnitee and shall thereafter pay any other Damages related to the same Indemnity Notice on demand.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred Promptly after receipt by an indemnified Party pursuant to this Article VI party under Section 10.2 or otherwise), the indemnified Party shall give, in accordance with the terms 10.3 of Section 9.2, notice of the commencement of any action, such indemnified party shall, if a claim (a “Claim Notice”) in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate party of the amount commencement thereof, but the indemnified Party reasonably anticipates failure so to notify the indemnifying party shall not relieve it of any liability that it will 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 the commencement thereof, the indemnifying party shall be entitled to on account of indemnification by participate therein and, to the indemnifying Partyextent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying Party does not object party elects to assume the defense of such indemnification claim within 30 days of receiving notice thereofaction, the amount 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 fails to assume) the defense of such Claim Notice shall be deemed final and undisputed and action, the indemnified Party party shall be entitled to recover assume the amount defense of such claimaction with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying Party objects to such indemnification claim (by notifying party and the indemnified Party within 30 days (such notice, an “Objection Notice”) party and there is a conflict of receiving a Claim Notice)interests which renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the Parties indemnifying party shall attempt to resolve such claim in good faith within 30 days of be responsible for paying for separate counsel for the date of the Objection Notice. If the Parties are unable to resolve such claimindemnified party; provided, however, that if there is more than one indemnified party, the indemnified Party indemnifying party shall not be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.responsible for paying for

Procedure for Indemnification. Upon becoming aware Each party indemnified under subsection (a) or (b) of a claim for indemnification hereunder this Section 2.7 (whether as a result the "Indemnified Party") shall, promptly after receipt of actual notice of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or in connection with any Losses incurred by an indemnified the commencement thereof, provided that the failure of the Indemnified Party pursuant to this Article VI or otherwise), notify the indemnified Indemnifying Party shall give, in accordance with not relieve the terms of Section 9.2, notice of such claim (a “Claim Notice”) Indemnifying Party from any liability which it may have to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account of indemnification the indemnity agreement contained in subsection (a) or (b) of this Section 2.7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the indemnifying Indemnifying Party from any other liability which it may have to such Indemnified Party. If the indemnifying Party does not object to any such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the amount extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claimclaim or action, 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 2.7 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 shall have the right to employ separate counsel to represent it and assume its defense (in which case, the Indemnifying Party shall not represent it) if (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. The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm for all such Indemnified Parties, unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. 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 Indemnifying Party objects so assumes the defense thereof, it may not agree to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) any settlement of receiving a Claim Notice), the Parties shall attempt to resolve any such claim in good faith within 30 days or action as the result of which any remedy or relief, other than monetary damages for which the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Indemnifying Party shall be free responsible hereunder, shall be applied to pursue such remedies or against the Indemnified Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In any action hereunder as may be available on to which the terms and subject Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the provision Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof with counsel of this Agreementits 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. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. Upon becoming aware Promptly after receipt by an ----------------------------- indemnified party under this Section 6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim for indemnification hereunder (whether as a result of in respect thereof is to be made against any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to indemnifying party under this Article VI or otherwise)Section 6, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) deliver to the indemnifying Partyparty a written notice of commencement thereof and the indemnifying party shall have the right to participate in, providing 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 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 detail opinion of how counsel for the claim has arisen 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 an estimate any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 6 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party other than under this Section 6. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days course of the date of the Objection Notice. If the Parties are unable to resolve investigation or defense, promptly as such claimexpense, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementloss, damage or liability is incurred.

Procedure for Indemnification. Upon becoming aware (a) For purposes of this Article VIII, a party making a claim for indemnification indemnity hereunder (whether is hereinafter referred to as a result of an "INDEMNIFIED PARTY." All claims by any Third Indemnified Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this under Article VI or otherwise), the indemnified Party VIII hereof shall give, be asserted and resolved in accordance with the terms of Section 9.2following provisions. If any claim or demand for which Hadid would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party, notice said Indemnified Party shall with reasonable promptness notify Hadid in writing of such claim (a “Claim Notice”) or demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the indemnifying extent the rights of Hadid are actually prejudiced and then only to such extent. After receipt by Hadid of such notice, then upon reasonable notice from Hadid to the Indemnified Party, providing reasonable detail or upon the request of how the Indemnified Party, Hadid shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to Hadid as set forth above, and shall take all actions necessary, including but not limited to the posting of such bond or other security as may be required by any Governmental Authority, so as to enable the claim has arisen to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of Hadid, the Indemnified Party shall, to the extent it may legally do so and an estimate to the extent that it is compensated in advance by Hadid for any costs and expenses thereby incurred: (i) take such action as Hadid may reasonably request in connection with such action, (ii) allow Hadid to dispute such action in the name of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled and to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object conduct a defense to such indemnification claim within 30 days action on behalf of receiving notice thereofthe Indemnified Party, the amount of and (iii) render to Hadid all such Claim Notice shall be deemed final assistance as Hadid may reasonably request in connection with such dispute and undisputed and the indemnified Party defense. (b) Hadid shall be entitled to recover appoint counsel of his choice, which counsel is satisfactory to the amount Indemnified Party, at Hadid's expense to represent the Indemnified Party in any action for which indemnification is sought (in which case Hadid shall not thereafter be responsible for the fees and expense except as set forth below) so long as (A) the action involves only money damages and does not seek an injunction or other equitable relief that, if awarded, is reasonably likely to have an adverse effect on the Indemnified Party, (B) settlement of, or an adverse judgment with respect to the action is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interest of the Indemnified Party, and (C) Hadid conducts the defense reasonably actively and diligently. Notwithstanding Hadid's election to appoint counsel to represent the Indemnified Party in an action, the Indemnified Party shall have the right to employ separate counsel (including local counsel), and Hadid shall bear the reasonable fees, costs and expenses of such claim. If separate counsel if: (i) the indemnifying use of counsel chose by Hadid to represent the Indemnified Party objects would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and Hadid and the Indemnified Party shall have reasonably concluded that there may be legal defense available to such indemnification claim it and/or other Indemnified Parties that are different from or additional to those available to Hadid, (by notifying iii) Hadid shall not have employed counsel satisfactory to the indemnified Indemnified Party to represent the Indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days reasonable time after notice of the date institution of such action or (iv) Hadid shall authorize the Indemnified Party to employ separate counsel at the expense of Hadid. Without the consent of the Objection Notice. If the Parties are unable to resolve such Indemnified Party, which consent shall not be unreasonably withheld, Hadid shall not settle any claim, the indemnified Party shall be free to pursue such remedies as litigation or proceeding in respect of which indemnity may be available sought hereunder if such settlement involves an admission of liability of wrongdoing on the terms and subject to part of the provision Indemnified Party, or a restriction on the operation of this Agreementthe Indemnified Party's business in the future or could have a material adverse effect on the business reputation or tax liability of the Indemnified Party.

Procedure for Indemnification. Upon becoming aware Each party indemnified under paragraph (a) or (b) of a claim for indemnification hereunder this Section 1.7 (whether as a result the “Indemnified Party”) shall, promptly after receipt of notice of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought, notify the party required to provide indemnification (the “Indemnifying Party”) in writing of the claim or in connection with any Losses incurred by an indemnified the commencement thereof; provided, that the failure of the Indemnified Party pursuant to this Article VI or otherwise), notify the indemnified Indemnifying Party shall give, in accordance with not relieve the terms of Section 9.2, notice of such claim (a “Claim Notice”) Indemnifying Party from any liability it may have to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account of indemnification the indemnity agreement contained in paragraph (a) or (b) of this Section 1.7, unless the Indemnifying Party was materially prejudiced by that failure, and in no event shall relieve the indemnifying Indemnifying Party from any other liability it may have to that Indemnified Party. If the indemnifying Party does not object to such indemnification any claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of any claim or action, 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 1.7 for any legal or other fees, costs or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, that each Indemnified Party shall have the right to employ separate counsel to represent it and assume its defense (in which case, the Indemnifying Party shall not represent it) if (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 ten (10) days of receipt of notice of such claim or commencement of action, and in each 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 not approved by the Indemnifying Party, whose approval is not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any 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 prior written consent of 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. If the indemnification provided for in this Section 1.7 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 therein, then each Indemnifying Party shall, in lieu of indemnifying that Indemnified Party, contribute to the amount paid or payable by that Indemnified Party as a result of the 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 that resulted in the 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 specifically for inclusion in any registration statement, prospectus, offering circular or other similar document 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 the Investor be required to contribute in excess of the amount of such the net proceeds received by the Investor in connection with the sale of Registrable Securities in the offering that is the subject of the 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 legal or other expenses reasonably incurred by the Indemnified Party in connection with investigating or defending the action or claim. If No person guilty of fraudulent misrepresentation (within the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”meaning of Section 12(f) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party Securities Act) shall be free entitled to pursue such remedies as may be available on the terms and subject to the provision contribution from any person who was not guilty of this Agreementa fraudulent misrepresentation.

Procedure for Indemnification. Upon becoming aware (a) If any person entitled to indemnification under Section 5.2 or 5.3 (an "Indemnified Party") shall receive notice of the assertion by a claim for indemnification hereunder (whether as a result person of any Third claim or of the commencement by any such person of any action (a "Claim") with respect to which the Company is obligated to provide indemnification, the Indemnified Party Claim or in connection with shall give the Company prompt notice thereof; provided that the failure of any Losses incurred by an indemnified Indemnified Party pursuant to give such notice shall not relieve the Company of its obligations under this Article VI or otherwise)V, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) except to the indemnifying extent that the Company is actually prejudiced by such failure. Such notice shall describe the Claim in reasonable detail, and, if available, shall indicate the estimated amount of the Claim asserted. (b) The Company may elect to defend, compromise or settle, at the Company's expense and by the Company's counsel reasonably satisfactory to the Indemnified Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Partyany Claim. If the indemnifying Party does not object Company elects to such indemnification claim defend a Claim, it shall, within 30 days of receiving its receipt of notice thereof, the amount of such Claim Notice shall be deemed final (or sooner, if the nature of such Claim so requires), notify the related Indemnified Party of its election and undisputed and the indemnified such Indemnified Party shall be entitled to recover cooperate in the amount defense of such claimClaim to the extent reasonably requested in writing by the Company. If the indemnifying Company elects not to defend against a Claim, or fails to notify an Indemnified Party objects of its election, such Indemnified Party may defend, compromise or settle such Claim. However, neither the Company nor an Indemnified Party, as the party controlling the defense of a Claim, may compromise or settle any claim or consent to the entry of any judgment without the prior written consent of the other (which consent shall not be unreasonably withheld or delayed), other than a compromise, settlement or consent that includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnification claim (by notifying the indemnified Indemnified Party within 30 days (of a full and final release from all liability in respect to such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementClaim.

Procedure for Indemnification. Upon becoming aware (a) In case any Indemnitee shall receive notice or otherwise learn of the assertion of any claim or the commencement of any proceeding (including any governmental investigation) by any person who is not a claim for party to this Agreement (or any Affiliate of either party) with respect to which any party (an "Indemnifying Party") may be obligated to provide indemnification hereunder (whether as a result "Third Party Claim"), such Indemnitee shall promptly notify the Indemnifying Party in writing, provided that the failure of any Third Indemnitee to give notice as provided in this Section 10.3 shall not relieve the related Indemnifying Party Claim or in connection with of its obligations hereunder, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice. (b) In case any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)such proceeding shall be brought against any Indemnitee, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnifying Party shall be entitled to recover participate therein and, to the amount extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such 58 Indemnitee and shall pay as incurred the fees and disbursements of such claimcounsel related to such proceeding. In any such proceeding, any Indemnitee shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall pay as incurred the fees and expenses of the counsel retained by the Indemnitee in the event (i) the Indemnifying Party and the Indemnitee shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Indemnifying Party shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnitee shall have requested the Indemnifying Party to reimburse the Indemnitee for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent to which the indemnification obligations of the Indemnifying Party hereunder are applicable if 59 (i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of the aforesaid request for reimbursement of fees and expenses of the Indemnitee's counsel and (ii) the Indemnifying Party shall not have reimbursed the Indemnitee in accordance with such request prior to the date of such settlement. If the indemnifying Indemnifying Party objects elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in this Section 10.3(b), such indemnification Indemnitee may defend or seek to compromise or settle such Third Party Claim. (c) Any claim (on account of a Loss which does not result from a Third Party Claim shall be asserted by notifying written notice given by the indemnified Indemnitee to the related Indemnifying Party. Such Indemnifying Party within shall have a period of 30 days (after the receipt of such noticenotice to respond thereto. If such Indemnifying Party does not respond within such 30 day period, an “Objection Notice”) of receiving a Claim Notice), the Parties such Indemnifying Party shall attempt be deemed to resolve have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30 day period or rejects such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve whole or in part, such claim, the indemnified Party Indemnitee shall be free to pursue such remedies as may be available on the terms and subject to the provision of such party under this AgreementAgreement or under applicable law.

Procedure for Indemnification. Upon becoming aware Each party entitled to indemnification under paragraph (a) or (b) of a claim for indemnification hereunder this Section 7 (whether as a result the "Indemnified Party") shall, promptly after such Indemnified Party has knowledge of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought, notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or in connection with the commencement thereof; provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any Losses incurred by liability which it may have to an indemnified Indemnified Party pursuant to the provisions of this Article VI or otherwise)Section 7, unless the indemnified Indemnifying Party was materially prejudiced by such failure, and in no event shall give, in accordance with such failure relieve the terms of Section 9.2, notice of Indemnifying Party from any other liability which it may have to such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Indemnified Party. If the indemnifying Party does not object to any such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the amount extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claimclaim or action, 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 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 prior to assumption; provided that each Indemnified Party shall have the right to employ separate counsel to represent it and assume its defense (in which case, counsel to the Indemnifying Party shall not represent it) if (i) upon the written advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party will not have the right to assume the defense of such claim or action on behalf of such Indemnified Party), or (ii) in the event the Indemnifying Party has not assumed the defense thereof within thirty (30) days of receipt of notice of such claim or commencement of action, in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party (and, in the event the Holders are an Indemnified Party, the Indemnifying Party shall, in such event, pay for one separate counsel for the Holders). 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 or delayed. If the indemnifying Indemnifying Party objects so assumes the defense thereof (and by so assuming shall be solely responsible for liabilities relating to such indemnification claim (or action, and shall release the Indemnified Party from such liabilities to the extent permitted by notifying law, except to the extent the Indemnified Party is not entitled to be indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Noticepursuant to this Section 7), the Parties shall attempt it may not agree to resolve any settlement of any such claim in good faith within 30 days or action as the result of which any remedy or relief, other than monetary damages for which the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Indemnifying Party shall be free responsible hereunder, shall be applied to pursue or against the Indemnified Party, without the prior written consent of the Indemnified Party which shall not be unreasonably withheld or delayed. No Indemnifying Party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such remedies as may be available on the terms and subject to the provision Indemnified Party of this Agreement.a release from all liability in

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred a) Promptly after receipt by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms party of Section 9.2, notice of the commencement of any proceeding against it by a third party, such indemnified party will, if a claim (a “Claim Notice”) is to be made against any indemnifying party with respect to such action, give notice to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate party of the amount the indemnified Party reasonably anticipates that it commencement of such claim. (b) The indemnifying party will be entitled to on account participate in such proceeding and to the extent that it wishes to assume the defense of indemnification such proceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party for any fees of other counsel or any other expenses with respect to the defense of such proceeding subsequently incurred by the indemnified party in connection with the defense of such proceeding. In connection with any indemnification, the indemnified party will cooperate with all reasonable requests of the indemnifying Partyparty. A claim for indemnification for any matter not involving a third party claim may be asserted by prompt written notice to the party from whom indemnification is sought, subject to any limitations contained in this Article 9. (c) The indemnifying party shall have ten (10) days to object to any notice of claim or loss made by an indemnified party. If the indemnifying Party does not object party objects to such indemnification notice of claim within 30 days of receiving notice thereofor loss, or fails to respond in such time period, the amount of such Claim Notice parties shall be deemed final and undisputed and endeavor in good faith to settle the indemnified Party shall be entitled to recover the amount of such claimdispute through negotiation. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such noticedispute cannot be resolved through negotiation, an “Objection Notice”) of receiving a Claim Notice)or another mutually agreeable dispute resolution mechanism, the Parties shall attempt to resolve such claim in good faith within 30 days either of the date of parties has the Objection Notice. If the Parties are unable right to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementrequest non-binding mediation.

Procedure for Indemnification. Upon becoming aware Any Person entitled to ----------------------------- indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not 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 such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, 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 pay the fees and expenses of more than one counsel for indemnification hereunder (whether as a result all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any Third Party Claim or indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. Notwithstanding anything in connection 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 claim with any Losses incurred by counsel reasonably satisfactory to the Company. In the event the Company is an indemnified Party party pursuant to this Article VI or otherwise)Section V, the indemnified Party shall give, in accordance with indemnifying party may be subject to liability if the terms of Section 9.2, notice of such claim (Company settles a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementin a reasonable manner.

Procedure for Indemnification. Upon becoming aware (a) Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this Article (the "Indemnitee") of notice of any Proceeding, claim, demand or assessment (each, an "Action") against the Indemnitee that might give rise to a claim for pursuant to Sections 13.1 or 13.2, the Indemnitee shall give written notice thereof to the party obligated to provide such indemnification under the provisions of this Article (the "Indemnitor") indicating the nature of such claim, the basis therefore and the estimated amount thereof. Failure to give any notice provided hereunder (whether shall in no way be deemed a forfeiture of any Indemnitee's rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set-off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged as a result of such failure to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any Third Party Claim claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred. (b) At any time after the Indemnitee gives notice to the Indemnitor of a claim being made against the Indemnitee for which a claim for indemnity is being asserted, to the extent that such claim is not being defended by any third party under the terms of any applicable insurance policy or policies, the Indemnitee shall permit the Indemnitor, at the option and expense of the Indemnitor, to assume the complete defense of such Action with full authority to conduct such defense and to settle or otherwise dispose of the same (except as hereinafter provided), and the Indemnitee will reasonably cooperate in such defense. To assume such defense, Indemnitor must notify Indemnitee in writing of its election to do so within ten (10) calendar days following receipt of notice of the claim from Indemnitee; if Indemnitor does not so notify Indemnitee within such ten (10) calendar day period, Indemnitor shall be deemed to have elected not to assume such defense. After notice to the Indemnitee of the Indemnitor's election to assume the defense of such Action as provided above, the Indemnitor shall be liable to the Indemnitee for such legal or other expenses subsequently incurred at the request of the Indemnitor by the Indemnitee in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall givedefense thereof. (c) The Indemnitor will not, in accordance defense of any such Action, except with the terms consent of Section 9.2the Indemnitee, notice of such claim (a “Claim Notice”) which consent will not be unreasonably withheld, consent to the indemnifying Party, providing reasonable detail entry of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates any judgment or enter into any settlement that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice include, as an unconditional term thereof, the amount release by claimant or plaintiff of Indemnitee from all claims and/or liability in respect thereof. (d) As to those Actions with respect to which the Indemnitor does not elect to assume control of the defense: (i) the Indemnitee will afford the Indemnitor an opportunity to participate in such Claim Notice defense, at the Indemnitor's own cost and expense; (ii) the Indemnitee will not settle or otherwise dispose of any of the same without the consent of the Indemnitor, which consent will not be unreasonably withheld; and (iii) the Indemnitor agrees to reasonably cooperate in such defense. (e) The Indemnitor shall make payments to the Indemnitee, pursuant to the provisions hereof, with respect to Actions of third parties as follows: with respect to out-of-pocket expenses of the Indemnitee, on demand as incurred, and, with respect to amounts and fees owed to third parties, to the extent not paid directly to such third parties by the Indemnitor, on demand at the time of payment by the Indemnitee to such third party. (f) The liability of the Indemnitor hereunder shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision following limitations: (i) subject to the provisions of this AgreementSection 13.3(e) with respect to out-of-pocket expenses of Indemnitee, the Indemnitor shall pay claims hereunder when a claim against the Indemnitee or its Insiders has been established by a final judgment in litigation with a third party in which the Indemnitor has assumed the defense, or by a settlement with a third party consented to in writing by the Indemnitee; payment of other claims as to which the Indemnitee may contest its liability, or claims not involving third parties, shall be made when the dispute is settled either by litigation or consent; and (ii) payments for amounts due the Indemnitee or its Insiders hereunder shall be paid by either cash or cashier's check.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred Promptly after receipt by an indemnified Party pursuant to this Article VI party under Section 6(a) or otherwise), the indemnified Party shall give, in accordance with the terms 6(b) of Section 9.2, notice of the commencement of any action, such indemnified party shall, if a claim (a “Claim Notice”) in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate party of the amount commencement thereof. The failure so to notify the indemnified Party reasonably anticipates indemnifying party shall relieve it of any liability that it will may have to any indemnified party with respect to such action. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to on account of indemnification by participate therein and, to the indemnifying Partyextent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying Party does not object party elects to assume the defense of such indemnification claim within 30 days of receiving notice thereofaction, the amount 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 fails to assume) the defense of such Claim Notice shall be deemed final and undisputed and action, the indemnified Party party shall be entitled to recover assume the amount defense of such claim. If action with counsel of its own choice, at the expense of the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementparty.

Procedure for Indemnification. Upon becoming aware A Party or Parties (including its Affiliates, successors, assigns and Representatives) making a Claim for indemnification under this Article XI is, for purposes of this Agreement, referred to as the “Indemnified Party” and the Party or Parties against whom such claims are asserted under Section 11.01 and 11.02 is, for purposes of this Agreement, referred to as the “Indemnifying Party”. All Claims by any Indemnified Party shall be asserted and resolved as follows: (a) Promptly after receipt by the Indemnified Party of a Claim by a third party (a “Third Party Claim”) with respect to any matter for which indemnification is owing pursuant to Sections 11.01 hereof, the Indemnified Party will give notice thereof to the Indemnifying Party, as applicable, which shall be sent before the elapse of 1/3 (one-third) of the legal statutory period to present a defense or apply for any other suitable measure against the Third Party Claim, provided, that the failure of the Indemnified Party to notify the Indemnifying Party will not release the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnified Party’ failure to give such notice has jeopardized the Indemnifying Party’s ability to prepare and present an adequate the defense of such Third Party Claim. (b) If any Action referred to in Section 11.02(a) is brought against Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Action, the Indemnifying Party, as applicable, will be entitled to participate in such Action, and may assume the defense of such Action, upon notice before the elapse of 4/5 (four-fifths) of the legal period to present the defense, with counsel satisfactory to the Indemnified Party (not to be unreasonably withheld) and, after such notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Action, the Indemnifying Party, as applicable, will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section for any fees (reasonably incurred) of other counsel with respect to the defense of such Action, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Action. (c) If the Indemnifying Party assumes the defense of an Action, (x) it will be conclusively established for purposes of this Agreement that the claims made in that Action are within the scope of and subject to indemnification; (y) no compromise or settlement of such claims or Action 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, or grounds for the basis of, 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 (z) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims or Action effected without the Indemnified Party ‘s consent. Notwithstanding the assumption by the Indemnifying Party of the defense of any claim for indemnification hereunder or Action as provided in this Section 11.02 (whether c), the Indemnified Party will be permitted to join in such defense and to employ counsel at its own expense. If notice pursuant to Section 11.02(a) is given to the Indemnified Party of the commencement of any Action and the Indemnifying Party does not, within ten (10) days after such Indemnified Party ‘s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Action, the Indemnifying Party will be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party. (d) Notwithstanding the foregoing, if the 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 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 Action, but the Indemnifying Party, as applicable, will not be bound by any determination of an Action so defended or any compromise or settlement effected without its consent (which may not be unreasonably delayed or withheld). (e) Seller and Buyer agree to provide each other with reasonable access during regular business hours to the properties, books and records and Representatives of the other, as reasonably necessary in connection with the preparation for an existing or anticipated Action involving a Third Party Claim or in connection and its obligations with any Losses incurred by an indemnified Party respect thereto pursuant to this Article VI or otherwise)Article. (f) Any Claim by the Indemnified Party for indemnification not involving a Third Party Claim (“Direct Claim”) may be asserted by giving the Indemnifying Party notice thereof. If the Indemnifying Party does not notify the Indemnified Party within ten (10) calendar days following its receipt of such notice that the Indemnifying Party, as applicable, disputes its liability and/or the indemnified amount of the loss to the Indemnified Party, such Claim specified by the Indemnified Party shall givein such notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.01 hereunder and the Indemnifying Party, as applicable, will pay the amount of such liability to the Indemnified Party on demand or, in accordance with the terms case of Section 9.2any notice in which the amount of the Claim (or any portion thereof) is estimated, notice on such later date when the amount of such claim (a “Claim Notice”or such portion thereof) becomes finally determined. In case the Indemnifying Party, as applicable, duly notifies the Indemnified Party, it may submit the question to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim arbitral procedure established in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementSection 13.03.

Procedure for Indemnification. a. Upon becoming aware the assertion by any third party of a claim for that may give rise to rights of indemnification hereunder under Sections 3.15 or 3.16 the party entitled to be indemnified (whether the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of the claim. The Indemnifying Party may undertake the defense, compromise, or settlement of such claim, provided that: (i) The Indemnifying Party shall timely provide to the Indemnified Party all information with respect to such defense, compromise, or settlement as a result of the Indemnified Party may request; and (ii) The Indemnifying Party shall not assume any Third Party Claim position or take any action in connection with such defense, compromise, or settlement that would impose an obligation of any Losses incurred by an indemnified kind or restrict the actions of the Indemnified Party, it being understood that the Indemnifying Party pursuant to this Article VI would be acting solely on its own behalf, for its own account, and at its own risk. b. In the event that the Indemnifying Party does not undertake the defense, compromise, or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice settlement of such claim (a “Claim Notice”) as provided in the foregoing, the Indemnified Party shall have the right to undertake the indemnifying Partydefense, providing reasonable detail compromise, or settlement of how such claim on behalf of, for the claim has arisen account of, at the expense of, and an estimate at the risk of the amount Indemnifying Party. The Indemnified Party shall, however, notify the indemnified Indemnifying Party reasonably anticipates that it will be entitled to on account of indemnification any compromise or settlement of any such claim. Any such claim paid by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnified Party shall be entitled payable by the Indemnifying Party to recover the amount Indemnified Party on demand of such claim. If the indemnifying Indemnified Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of with interest thereon from the date of demand at the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision rate of this Agreementeight percent (8%) per annum.

Procedure for Indemnification. Upon becoming aware of (a) Any Party making a claim for indemnification hereunder (whether as an “Indemnified Party”) shall promptly notify the indemnifying Party (an “Indemnifying Party”) of the claim in writing, describing the claim in reasonable detail, the estimated amount thereof (to the extent known and quantifiable) , and the basis therefor; provided, that the failure to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to give such prompt notice. (b) If a result 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 any Third Party Claim or the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party, and, in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)therewith, the indemnified Indemnified Party shall give, in accordance cooperate fully with the terms reasonable requests of Section 9.2, notice of such claim (a “Claim Notice”) the Indemnifying Party and make available to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnifying Party all pertinent information under its control reasonably anticipates that it will be entitled to on account of indemnification requested by the indemnifying Indemnifying Party; provided, that the Indemnified Party may participate in any proceeding with counsel of its choice at its expense. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue to control the defense if the Indemnifying Party fails to defend the proceeding in good faith. If the indemnifying Indemnifying Party does not object to such indemnification claim within 30 days assumes the defense of receiving notice thereofa proceeding, the amount no compromise or settlement of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve any such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on effected by the terms and subject to Indemnifying Party without the provision of this AgreementIndemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Procedure for Indemnification. Upon becoming aware (a) If any legal proceeding shall be instituted, or any claim or demand made, against an indemnifying party in respect of which an indemnifying party may be liable hereunder, or if either party hereto for any reason shall believe that it has a claim against the other party pursuant to the respective Section 8.1 or 8.2 hereof, then the indemnified party or the party believing it has a claim against the other party, as the case may be (in either case, the "Indemnified Party"), shall give prompt written notice hereunder to the indemnifying party or the party against whom the party giving notice believes it has a claim, as the case may be (in either case, the "Indemnifying Party"). Such notice shall specify in reasonable detail the date such underlying claim or belief first was asserted or arose, the nature of the Loss(es) for indemnification hereunder which payment is claimed, the Section or Sections of this Agreement upon which such claim is based, and the amount payable in respect thereto, and shall provide a copy of all pleadings relating to the underlying claim. (whether as a result of any Third b) If an Indemnifying Party Claim or in connection with any Losses incurred by an indemnified Party shall receive notice pursuant to this Article VI or otherwise)Section 8.3, the indemnified Indemnifying Party may, at its sole option, elect to defend against the Loss, which is the subject of such notice. If the Indemnifying Party elects to defend, then the Indemnified Party shall givehave the right to participate in such defense, in accordance with and the terms of Section 9.2, notice of trial counsel for the Indemnified Party shall be chosen by the Indemnifying Party and such claim (a “Claim Notice”) trial counsel shall be reasonably satisfactory to the indemnifying Indemnified Party, providing reasonable detail the costs of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will which shall be entitled to on account of indemnification borne by the indemnifying Indemnified Party. If the indemnifying Indemnifying Party does not object elect to defend, then the Indemnified Party may do so by its own counsel, such indemnification claim within 30 days counsel shall be reasonably satisfactory to the Indemnifying Party, the costs of receiving notice thereofwhich shall be borne by the Indemnifying Party, and the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense. (c) If the amount of any actual Loss indemnified against hereunder shall at any time subsequent to the payment of any indemnity payable hereunder, be reduced by any recovery, settlement or other payment, then the amount of such Claim Notice reduction, less any expense incurred by the party receiving such recovery, settlement or other payment in connection therewith, shall be deemed final repaid promptly to the Indemnifying Party. (d) The aggregate indemnification obligations of Bioglan on the one hand and undisputed Medicis and IMX on the indemnified Party other hand under Section 8.1 or 8.2 hereof, as the case may be, will not exceed United States Three Million Dollars (US $3,000,000). (e) Neither party shall be entitled obligated to recover indemnify the other for any Losses hereunder, unless and until the aggregate amount of such claim. If all Losses exceeds United States Fifty Thousand Dollars (US $50,000) (the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice"Basket"), the Parties and shall attempt to resolve such claim be liable only for amounts in good faith within 30 days excess of the date of Basket; provided that the Objection Notice. If the Parties are unable Basket shall not apply to resolve such claim, the indemnified Party Section 8.4 or Section 8.5. (f) IMX shall be free have no obligation to pursue such remedies as may be available on the terms and subject indemnify Bioglan with respect to the provision of this AgreementSection 6.1(g) or Section 6.1(k).

Procedure for Indemnification. Upon becoming aware Each party indemnified under paragraph (a) or (b) of a claim for indemnification hereunder this Section 1.7 (whether as a result the “Indemnified Party”) shall, promptly after receipt of notice of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought, notify the party required to provide indemnification (the “Indemnifying Party”) in writing of the claim or in connection with any Losses incurred by an indemnified the commencement thereof; provided, that the failure of the Indemnified Party pursuant to this Article VI or otherwise), notify the indemnified Indemnifying Party shall give, in accordance with not relieve the terms of Section 9.2, notice of such claim (a “Claim Notice”) Indemnifying Party from any liability it may have to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account of indemnification the indemnity agreement contained in paragraph (a) or (b) of this Section 1.7, unless the Indemnifying Party was materially prejudiced by that failure, and in no event shall relieve the indemnifying Indemnifying Party from any other liability it may have to that Indemnified Party. If the indemnifying Party does not object to such indemnification any claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the amount extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of such claim. If its election to assume the indemnifying Party objects to such indemnification defense of any claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)or action, the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Indemnifying Party shall not be free to pursue such remedies as may be available on the terms and subject liable (except to the provision of extent the proviso to this Agreement.sentence is applicable, in which event it will be so liable) to the Indemnified Party under this

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder A Symbion Indemnified Person or Company Indemnified Person (whether as a result of any Third Party Claim or in connection with any Losses incurred by each, an indemnified Party pursuant to this Article VI or otherwise“Indemnified Party”) shall give the indemnifying party (each, an “Indemnifying Party”), the indemnified Party shall give, notice in accordance with the terms of Section 9.2, notice of such claim writing (a “Claim Notice”) of any matter which an Indemnified Party has determined has given or reasonably could give rise to a right of indemnification under this Agreement (a “Claim”), within 60 days of such determination; provided, however, that any failure of the Indemnified Party to provide such Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article 9 except to the indemnifying Party, providing reasonable detail of how extent the claim has arisen Indemnifying Party is materially prejudiced by such failure and an estimate of shall not relieve the amount the indemnified Indemnifying Party reasonably anticipates from any other obligation or liability that it will be entitled may have to on account of indemnification by the indemnifying Party. If the indemnifying any Indemnified Party does not object to such indemnification claim within 30 days of receiving notice thereofotherwise than under this Article 9; provided, the amount of further, that no such Claim Notice shall be deemed final effective unless it has been delivered to the Indemnifying Party on or before (a) in the case of a Claim related to a breach of the Tax Representations and undisputed and claims based on fraud, within 60 days after the indemnified expiration of all applicable statutes of limitations related thereto, or (b) in the case of any other Claim, on or before the end of the applicable survival period, as set forth in Section 9.1. Upon receipt of the Claim Notice, the Indemnifying Party shall be entitled to recover assume and control the amount defense of such claim. If Claim at its expense for as long as it diligently pursues the indemnifying Party objects defense of such Claim, if it gives notice of its intention to such indemnification claim (by notifying do so to the indemnified Indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days five Business Days of the date receipt of such Claim Notice from the Indemnified Party; provided, however, that (i) the Indemnified Party must approve of the Objection Notice. If selection of legal counsel by the Parties are unable Indemnifying Party, which approval shall not be unreasonably withheld or delayed and (ii) if there exists or is reasonably likely to resolve such claimexist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the indemnified same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be free entitled to pursue retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnified Party. In the event the Indemnifying Party exercises the right to undertake any such remedies defense against any such Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in all commercially reasonable respects in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Claim may be available settled by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld so long as (A) there is no payment or other consideration required of the Indemnified Party, (B) the settlement includes a complete release of the Indemnified Party, and (C) such settlement does not require or otherwise involve any material restrictions on the terms and subject to the provision conduct of this Agreementbusiness by Symbion or any other Indemnified Party.

Procedure for Indemnification. Upon becoming aware (a) Promptly after receipt by the Buyer or a Seller (collectively, "Indemnified Person(s)") under Sections 7.2, 7.4 or 7.7 of notice of the commencement of any Proceeding against it, or Section 7.3 with respect to a claim for indemnification hereunder a reduction of the Acquisition Price, such Indemnified Person will, if a claim is to be made against the other Party under such Section (whether the "Indemnifying Person"), give notice to the Indemnifying Person of the commencement of such claim, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrate that the defense of such action is actually prejudiced by the Indemnified Person's failure to give such notice. (b) If any Proceeding referred to in Section 7.5(a) is brought against an Indemnified Person and it gives notice to the Indemnifying Person of the commencement of such Proceeding, the Indemnifying Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless any of the Indemnifying Persons, are also a Party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate), to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person and, after notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 7.5 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person'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 Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (ii) the Indemnifying Person will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding 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 reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that monetary damages for which it will would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each of the Parties 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 Section 7.5 with respect to such Proceeding or the matters alleged therein, and agrees that process may be served on account the Parties with respect to such a claim anywhere in the world. (e) For the purposes of indemnification this Section 7.5, any and all notices to be given to the Sellers may be given by the indemnifying Party. If Buyer to the indemnifying Party does not object to such indemnification claim within 30 days Sellers' Agents on behalf of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed Sellers (and the indemnified Party Buyer shall not be entitled obligated to recover the amount of give any such claim. If the indemnifying Party objects notice to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Noticeall Sellers), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware The following procedure shall apply with respect to any claims or proceedings covered by the foregoing agreements to indemnify and hold harmless: (i) The party who is seeking indemnification (the "Claimant") shall give written notice to the party from whom indemnification is sought (the "Indemnitor") promptly after the Claimant learns of a the claim for indemnification or proceeding but (with respect to breaches of representations and warranties only) not later than the period after the Closing Date (if any) specified in Section 11.1 hereof; provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder provided the Claimant uses its best efforts to mitigate damages and except to the extent Indemnitor is actually damaged thereby. (whether ii) With respect to any third-party claims or proceedings as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)which the Claimant is entitled to indemnification, the indemnified Party Indemnitor shall givehave the right to select and employ counsel of its own choosing to defend against any such claim or proceeding, in accordance with to assume control of the terms of Section 9.2, notice defense of such claim (a “Claim Notice”) or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however that the Claimant may employ counsel, of its own choosing, at its sole expense. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Subject to the indemnifying Party, providing reasonable detail of how foregoing the Claimant shall not settle or compromise any such third party claim has arisen and an estimate without the prior consent of the amount the indemnified Party reasonably anticipates that it will Indemnitor, which consent shall not be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementunreasonably withheld.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred Promptly after receipt by an indemnified Party pursuant to this Article VI party under Section 7(a) or otherwise), the indemnified Party shall give, in accordance with the terms 7(b) of Section 9.2, notice of the commencement of any action, such indemnified party shall, if a claim (a “Claim Notice”) in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate party of the amount commencement thereof. The failure so to notify the indemnified Party reasonably anticipates indemnifying party shall relieve it of any liability that it will may have to any indemnified party with respect to such action. In case any such action shall be brought against an indemnified party and it shall give written notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to on account of indemnification by participate therein and, to the indemnifying Partyextent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the indemnifying Party does not object party elects to assume the defense of such indemnification claim within 30 days of receiving notice thereofaction, the amount 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 fails to assume) the defense of such Claim Notice shall be deemed final and undisputed and action, the indemnified Party party shall be entitled to recover assume the amount defense of such claim. If action with counsel of its own choice, at the expense of the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementparty.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by a) If there occurs an indemnified Party event that either party asserts is an indemnifiable event pursuant to this Article VI Section 9.2 or otherwise)9.3, the indemnified Party party seeking indemnification (the “Indemnitee”) shall give, in accordance with promptly provide notice (the terms “Notice of Section 9.2, notice of such claim (a “Claim NoticeClaim”) to the indemnifying other party or parties obligated to provide indemnification (the “Indemnifying Party, providing reasonable detail ”). Providing the Notice of how the claim has arisen and an estimate Claim shall be a condition precedent to any Liability of the amount Indemnifying Party hereunder, and the indemnified failure to provide prompt notice as provided herein will relieve the Indemnifying Party reasonably anticipates of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it will be entitled shall provide a Notice of Claim to on account the Indemnifying Party of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice commencement thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnifying Party shall be entitled to recover participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole reasonable cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel, at the Indemnitee’s sole expense, the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee. (b) Upon receipt of a Notice of Claim, the Indemnifying Party shall have twenty calendar days (or such shorter period as may be appropriate under the circumstances) to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnitee (the “Contest Notice”); provided, however, that if, at the time a Notice of Claim is submitted to the Indemnifying Party the amount of the Loss in respect thereof has not yet been determined, such twenty day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the “Notice of Liability”) has been sent or delivered by the Indemnitee to the Indemnifying Party setting forth the amount of the Loss incurred by the Indemnitee that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If the indemnifying Party objects to no such indemnification claim (by notifying the indemnified Party Contest Notice is given within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)twenty day period, the Parties obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the Notice of Claim, or subsequent Notice of Liability, shall attempt be deemed established and accepted by the Indemnifying Party. (c) If the Indemnifying Party fails to resolve assume the defense of such claim Claim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith faith, the Indemnitee, without waiving its right to indemnification, may assume, at the reasonable cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense, (ii) the Indemnifying Party shall cooperate with the Indemnitee in the defense and settlement of such Claim in any manner reasonably requested by the Indemnitee and (iii) the Indemnitee shall not settle such Claim without obtaining the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. (d) The Indemnifying Party shall make any payment required to be made under this Article in cash and on demand. Any payments required to be paid by an Indemnifying Party under this Article that are not paid within 30 days five (5) Business Days of the date on which such obligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Party shall pay to the Indemnitee, immediately upon demand, interest at the rate of ten percent per annum, not to exceed the maximum nonusurious rate allowed by Applicable Law, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall be considered to be Losses of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementIndemnitee.

Procedure for Indemnification. Upon becoming aware Each party indemnified under paragraph (a) or (b) of a claim for indemnification hereunder (whether as a result this Section 7 shall, promptly after receipt of notice of any Third Party Claim claim or the commencement of any action against such indemnified party in connection with respect of which indemnity may be sought, notify the indemnifying party in writing of the claim or the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any Losses incurred by liability which it may have to an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to party on account of indemnification by the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent the indemnifying Partyparty was prejudiced by such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice party thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party indemnifying party shall be entitled to recover participate therein, and, to the amount extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim. If claim or action, the indemnifying Party objects party shall not be liable to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified Party shall be free to pursue such remedies as may be available on party in connection with the terms and subject to the provision of this Agreement.defense thereof other than reasonable costs of

Procedure for Indemnification. Upon becoming aware (a) If ▇▇▇▇▇▇▇ or any of a its Affiliates or DUSA or any of its Affiliates (in each case an "INDEMNIFIED PARTY") receives any written claim for indemnification which it believes is the subject of indemnity hereunder by DUSA or ▇▇▇▇▇▇▇, as the case may be, (whether in each case as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise"INDEMNIFYING PARTY"), the indemnified Indemnified Party shall giveshall, in accordance with as soon as reasonably practicable after forming such belief, give notice thereof to the terms of Section 9.2Indemnifying Party, notice including full particulars of such claim (a “Claim Notice”) to the indemnifying extent known to the Indemnified Party; provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, providing reasonable detail to assume the defense of how such claim with counsel reasonably satisfactory to the claim has arisen Indemnified Party, and an estimate at the cost of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Indemnifying Party. If the indemnifying Indemnifying Party does not object to so assume the defense of such indemnification claim within 30 days of receiving notice thereofor, having done so, does not diligently pursue such defense, the amount Indemnified Party may assume such defense, with counsel of such Claim Notice shall be deemed final and undisputed and its choice, but for the indemnified Party shall be entitled to recover account of the amount of such claimIndemnifying Party. If the indemnifying Indemnifying Party objects to so assumes such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)defense, the Parties Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall attempt to resolve be for the account of the Indemnified Party. (b) The Party not assuming the defense of any such claim in good faith within 30 days shall render all reasonable assistance to the Party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the date Indemnifying Party. (c) No such claims shall be settled other than by the Party defending the same, and then only with the consent of the Objection Notice. If other Party, which shall not be unreasonably withheld; provided, that the Parties are unable to resolve such claim, the indemnified Indemnified Party shall be free have no obligation to pursue consent to any settlement of any such remedies as may be available claim which imposes on the terms Indemnified Party any liability or obligation which cannot be assumed and subject to performed in full by the provision of this AgreementIndemnifying Party.

Procedure for Indemnification. Upon becoming aware of If an event occurs which a claim for Party believes requires indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise"Indemnification Event"), the indemnified Party seeking indemnification ("Indemnified Party") shall give prompt written notice to the other Party ("Indemnifying Party") providing reasonable details of the nature of the event and the basis of the indemnity claim. The Indemnifying Party shall givethen have the right, at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such action. The Indemnified Party shall also have the right, but not the obligation, to participate at its own expense in accordance the defense with counsel of its choice. The Indemnified Party shall cooperate as requested by the terms Indemnifying Party to assist it in defending or contesting any such action. If the Indemnified Party fails to promptly notify the Indemnified Party of Section 9.2the occurrence of an Indemnification Event, notice of such claim (a “Claim Notice”) to the indemnifying extent, but only to the extent, that such failure results in a material adverse effect on the Indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will shall not be entitled to on account of indemnification by the indemnifying Partywith respect to such Indemnification Event. If the indemnifying Indemnifying Party does not object fails within thirty (30) days after receipt of such notice: (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest, or otherwise protect against such indemnification suit, action, investigation, claim within 30 days of receiving notice thereofor proceeding, or fails to diligently continue to provide such defense after undertaking to do so, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnified Party shall be entitled have the right, upon ten (10) days' prior written notice to the Indemnifying Party, to defend, settle and satisfy any such suit, action, claim, investigation or proceeding and recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days costs of the date of same from the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementIndemnifying Party.

Procedure for Indemnification. Upon becoming aware The following procedure shall apply with respect to any claims or proceedings covered by the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the "Claimant") shall give written notice to the party from whom indemnification is sought (the "Indemnitor") promptly, but in no event greater than ten (10) business days, after the Claimant learns of the claim or proceeding; provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder if the Claimant uses its best efforts to mitigate Claimant's damages, except to the extent it is actually damaged thereby. Notwithstanding anything to the contrary contained herein, in the event that a claim for indemnification hereunder Claimant gives notice to the Indemnitor within such ten (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)10) business day time period set forth above, the indemnified Party Claimant shall givehave no obligation to mitigate Claimant's damages under this paragraph 11.4 (a). (b) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification, in accordance with the terms Indemnitor shall have the right to select and employ counsel of Section 9.2its own choosing to defend against any such claim or proceeding, notice to assume control of the defense of such claim (a “Claim Notice”) or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however that the Claimant may employ counsel, of its own choosing, at its sole expense. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Subject to the indemnifying Party, providing reasonable detail of how foregoing the Claimant shall not settle or compromise any such third party claim has arisen and an estimate without the prior consent of the amount the indemnified Party reasonably anticipates that it will Indemnitor, which consent shall not be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementunreasonably withheld.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result After acquiring knowledge of any Third Party Damage or Claim for which Seller, on the one hand, or in connection with any Losses incurred by an indemnified Party pursuant Purchaser, on the other hand, have agreed to provide indemnification under this Article VI or otherwise(an “Indemnifiable Claim”), the Person to be indemnified Party (the “Indemnitee”) shall give, in accordance with give to the terms of Section 9.2, indemnifying party (the “Indemnitor”) written notice of such claim (a “Claim Notice”) thereof; provided, however, that failure to provide such notice shall not relieve the Indemnitor of the obligation to indemnify the Indemnitee except to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification extent such party had been materially prejudiced by the indemnifying Partysuch failure or delay. If the indemnifying Party does not object Indemnitor acknowledges its obligation in writing to indemnify the Indemnitee for the Indemnifiable Claim (which acknowledgment may be made without admission of ultimate liability through a reservation of rights), the Indemnitor will have the right to control the defense of any proceeding relating thereto, unless it is relieved of its obligations to defend hereunder with respect to such indemnification claim within 30 days of receiving notice thereofdefense by the Indemnitee and the Indemnitee has released the Indemnitor from its Liability with respect thereto, in which case, the amount Indemnitee shall pay its own expense of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claimdefense. If the indemnifying Party objects to Indemnitor controls the defense of such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)Indemnifiable Claim, the Parties Indemnitee shall attempt cooperate with the Indemnitor in resolving such matter including by providing the availability and cooperation of its employees who are familiar with the transactions out of which such Indemnifiable Claim may have arisen and by providing Indemnitor with necessary and relevant documents relating to resolve the subject matter of such claim in good faith within 30 days of the date of the Objection NoticeIndemnifiable Claim. If the Parties are unable Indemnitor fails or refuses to acknowledge its obligation to undertake such defense, settlement or other resolution of such Indemnifiable Claim within thirty (30) days after receipt of the Claim Notice (which may be undertaken without admission of ultimate liability through a reservation of rights), then the Indemnitee may itself defend, settle or otherwise resolve such claimthe Indemnifiable Claim, and the indemnified Party Indemnitor shall be free to pursue responsible for all reasonable costs incurred by the Indemnitee in connection therewith, provided any settlement of such remedies Indemnifiable Claim shall require the consent of the Indemnitor, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnitor shall assume the defense, settlement or other resolution of any Indemnifiable Claim, it shall not settle the Indemnifiable Claim without the written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed, unless the settlement shall include as may be available on an unconditional term thereof the terms and subject giving by the claimant or the plaintiff of a release of the Indemnitee, reasonably satisfactory to the provision Indemnitee, from all Liability with respect to such Indemnifiable Claim and in the case of this Agreementa Claim related to Taxes, a release from all Liability for similar or related Claims.

Procedure for Indemnification. Upon The procedure for indemnification shall be as follows: (a) The Buyer Indemnified Party or the Seller Indemnified Party claiming indemnification (the “Claimant”) shall give written notice to the party from whom indemnification is sought (the “Indemnifier”) of any claim, whether between the parties or brought by a third party, promptly after receiving notice or becoming aware thereof, and such notice shall specify in reasonable detail (i) the factual basis for such claim and (ii) the amount of the claim; provided, however, that any delay by the Claimant in giving such notice shall not relieve the Indemnifier of its obligations under this Agreement except and only to the extent that the Indemnifier is actually and materially damaged by such delay. (b) If such notice from the Claimant pertains to a claim or demand by a third party (a “Third Party Claim”) then the Indemnifier shall have thirty (30) days following receipt of the Claimant’s notice to (i) make such investigation of the claim or demand as the Indemnifier deems necessary or desirable and (ii) notify the Claimant of whether or not the Indemnifier desires to defend the Claimant against such claim or demand. During such thirty (30) day period, the Claimant shall make such filings, including motions for indemnification hereunder continuance (whether and answers if a motion for continuance has not been granted), as a result may be necessary to preserve the parties’ positions and rights with respect to such claim or demand; provided, however, that any failure by the Claimant to do so shall not relieve the Indemnifier of its obligations under this Agreement except and only to the extent that the Indemnifier is actually and materially damaged by such delay. (c) The Indemnifier may elect to defend the Claimant against such Third Party Claim or demand, and then the Indemnifier shall have the sole power to direct and control such defense so long as the Indemnifier agrees that it will be responsible for the full payment of such claim or demand. Notwithstanding the foregoing, the Indemnifier shall not be entitled to direct or control the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Legal Action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Buyer Indemnified Party or any Seller Indemnified Party (as applicable), (iii) the Third Party Claim has or would reasonably be expected to result in Losses incurred by an indemnified Party in excess of the amounts available for indemnification pursuant to this Article VI Section 9, or otherwise)(iv) the Indemnifier has failed or is failing to defend in good faith the Third Party Claim. Upon confirmation by the Indemnifier of its obligation to provide indemnification and its desire to assume the defense to such claim or demand on the terms set forth above, the indemnified Party Indemnifier shall givenot be liable to the Claimant for any legal fees and expenses subsequently incurred by the Claimant, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request for cooperation or assistance by the Indemnifier; provided, however, that if, in accordance with the terms reasonable opinion of Section 9.2, notice of such claim (a “Claim Notice”) counsel to the indemnifying PartyClaimant, providing reasonable detail there exists a conflict of how interest between the claim has arisen Indemnifier and an estimate the Claimant, the Indemnifier shall be liable for the legal fees and expenses of separate counsel to the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying PartyClaimant. If the indemnifying Party does Claimant desires to participate in, but not object to control, any such indemnification claim within 30 days of receiving notice thereofdefense, it may do so at its sole cost and expense; provided, that in any action seeking an injunction or decree, the amount effect of such Claim Notice shall which would be deemed final and undisputed and to limit in any respect the indemnified Party future activity of the Claimant, the Claimant shall be entitled to recover participate in the amount defense of such claimaction at the Indemnifier’s expense. The Claimant shall not settle, compromise, discharge or otherwise admit to any liability for any claim or demand without the prior written consent of the Indemnifier (which consent shall not be unreasonably withheld or delayed). The Indemnifier shall not settle, compromise, discharge or otherwise admit to any liability for any claim or demand without the prior written consent of the Claimant (which consent shall not be unreasonably withheld or delayed). The Indemnifier shall notify the Claimant promptly following any determination by the Indemnifier that the tendered claim or demand is not subject to indemnification pursuant to this Section 9; provided, however, that Indemnifier agrees that up through the time of any such notification, it shall use its good faith and commercially reasonable efforts to protect and preserve any rights of the Claimant with respect to such claim or demand. (d) If the indemnifying Party objects Indemnifier elects not to defend the Claimant against such indemnification third party claim or demand (by notifying the indemnified Party within 30 days (or fails to promptly and reasonably prosecute such notice, an “Objection Notice”) of receiving a Claim Noticedefense), the Parties Claimant shall attempt have the right to resolve defend the claim or demand through appropriate proceedings and shall have the sole power to direct and control such defense at the Indemnifier’s sole cost and expense. The Indemnifier shall have the right, at its sole cost and expense, to participate in the defense or settlement of any third party claim for which it may be liable, but Indemnifier shall be bound by the results or compromise obtained by the Claimant with respect to such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementor demand (including any counter-claim or third party cross-claim relating thereto).

Procedure for Indemnification. Upon becoming aware DEFENSE OF THIRD-PARTY CLAIMS (a) Promptly after receipt by a Person entitled to indemnity under Section 10.2 or 10.3 (an "Indemnified Person") of notice of the assertion of a third-party claim against it, the Indemnified Person will, if a claim is to be made against a Person obligated to indemnify under such Section (an "Indemnifying Person"), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person's failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If any claim referred to in Section 10.7(a) is brought against an Indemnified Person by means of a Proceeding and the Indemnified Person gives notice to the Indemnifying Person of the commencement of such Proceeding, the Indemnifying Person will be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the Indemnifying Person is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 10 for indemnification hereunder 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 Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the Indemnifying Person unless (whether A) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person or (B) the Indemnified Person consents to such compromise or settlement, which such consent will not be unreasonably withheld or delayed. (c) If written notice is given to an Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, within fifteen days after the Indemnified Person's notice is given, give written notice to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Person. (d) 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 any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that monetary damages for which it will would be entitled to on account of indemnification under this Agreement, the Indemnified Person may, by notice to the indemnifying Party. If Indemnifying Person, assume the indemnifying Party does not object exclusive right to defend, compromise, or settle such Proceeding (unless the Indemnifying Person is also a party to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed Proceeding and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim Indemnifying Person determines in good faith within 30 days that joint representation would be inappropriate), but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (e) Notwithstanding the date provisions of the Objection Notice. If the Parties are unable to resolve such claimSections 10.7(a) through (d), the indemnified Party shall any claim involving Taxes will be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementgoverned by Article 11.

Procedure for Indemnification. Upon becoming aware (a) If any legal proceeding shall be instituted, or any claim or demand made, against an indemnifying party in respect of which an indemnifying party may be liable hereunder, or if either party hereto for any reason shall believe that it has a claim against the other pursuant to the respective Sections 8.1 or 8.2 hereof, then the indemnified party or the party believing it has a claim against the other, as the case may be (in either case, the "Indemnified Party"), shall give prompt written notice hereunder to the indemnifying party or the party against whom the party giving notice believes it has a claim, as the case may be (in either case, the "Indemnifying Party"). Such notice shall specify in reasonable detail the date such underlying claim or belief first was asserted or arose, the nature of the Loss(es) for indemnification hereunder which payment is claimed, the Section or Sections of this Agreement upon which such claim is based, and the amount payable in respect thereto, and shall provide a copy of all pleadings relating to the underlying claim. (whether as a result of any Third b) If an Indemnifying Party Claim or in connection with any Losses incurred by an indemnified Party shall receive notice pursuant to this Article VI or otherwise)Section 8.3, the indemnified Indemnifying Party may, at its sole option, elect to defend against the Loss, which is the subject of such notice. If the Indemnifying Party elects to defend, then the Indemnified Party shall givehave the right to participate in such defense, in accordance with and the terms of Section 9.2, notice of trial counsel for the Indemnified Party shall be chosen by the Indemnifying Party provided that such claim (a “Claim Notice”) trial counsel shall be reasonably satisfactory to the indemnifying Indemnified Party, providing reasonable detail the costs of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will which shall be entitled to on account of indemnification borne by the indemnifying Indemnified Party. If the indemnifying Indemnifying Party does not object elect to defend, then the Indemnified Party may do so by its own counsel provided that such indemnification claim within 30 days counsel shall be reasonably satisfactory to the Indemnifying Party, the costs of receiving notice thereofwhich shall be borne by the Indemnifying Party, and the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense. (c) If the amount of any actual Loss indemnified against hereunder shall at any time subsequent to the payment of any indemnity payable hereunder, be reduced by any recovery, settlement or other payment, then the amount of such Claim Notice reduction, less any expense incurred by the party receiving such recovery, settlement or other payment in connection therewith, shall be deemed final and undisputed and repaid promptly to the indemnified Party Indemnifying Party. (d) The aggregate indemnification obligations of each of the parties hereto under Section 8.1 or 8.2 hereof, as the case may be, will not exceed United States Thirty-Seven Million Dollars (US $37,000,000). (e) Neither party shall be entitled obligated to recover indemnify the other for any Losses hereunder, unless and until the aggregate amount of all Losses exceeds US $250,000 (the "Basket"), and shall be liable only for amounts in excess of the Basket; provided, however, that if the amount of such claim. If the indemnifying Party objects Losses with respect to a breach solely of either Section 6.1(f) or 6.1(i) exceeds US $250,000, Medicis shall be liable for all Losses with respect to such indemnification claim (by notifying breaches of either Section 6.1(f) or 6.1(i) from the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Noticefirst dollar and provided further that the Basket shall not apply to Section 8.1(d), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred Promptly after receipt by an indemnified Party pursuant to this Article VI party, under Section 4.1 or otherwise)4.2, of notice of the commencement of any action, the indemnified Party party shall givenotify the indemnifying party in writing of the commencement thereof, if a claim in accordance with respect thereof is to be made against an indemnifying party under any of these Sections; but the terms of Section 9.2, notice omission of such claim (a “Claim Notice”) notice shall not relieve the indemnifying party from liability which it may have to the indemnified party under this Section 4, except to the extent that the indemnifying Partyparty is actually prejudiced by such failure to give notice, providing reasonable detail of how and shall not relieve the claim has arisen and an estimate indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 4. In case any action is brought against the indemnified party, it shall notify the indemnifying party of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice commencement thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party indemnifying party shall be entitled to recover participate in, and to the amount of such claim. If extent that it chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying Party objects party to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)party that it chooses to assume the defense, the Parties indemnifying party shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, not be liable for any legal or other expenses subsequently incurred by the indemnified Party shall be free party in connection with the defense thereof; provided, however that if the indemnifying party fails to pursue such remedies as may be available on take reasonable steps necessary to defend diligently the terms and subject to the provision of this Agreement.claim within twenty

Procedure for Indemnification. Upon becoming aware The procedure for indemnification shall be as follows: (a) The party claiming indemnification (the "Claimant") shall, within thirty (30) days (or earlier, if necessary to timely answer a lawsuit) after its discovery of a any potential claim for which indemnification hereunder is or may be provided and will or may be sought as provided in this Agreement (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwisethe "Claim"), the indemnified Party shall give, in accordance with the terms of Section 9.2, give notice of such claim (a “Claim Notice”) to the indemnifying Partyparty from whom indemnification is sought ("Indemnitor") of its Claim, providing specifying in reasonable detail of how the claim has arisen and an estimate of factual basis for the amount Claim to the indemnified Party reasonably anticipates that it will be entitled extent known and, to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereofextent known, the amount of such the Claim. Notwithstanding the preceding sentence, the failure by Claimant to provide notice of any Claim Notice shall be deemed final and undisputed and within the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (period specified, or any delay in providing such notice, an “Objection Notice”shall not affect or impair the obligations of Indemnitor hereunder, except and only to the extent that Indemnitor has been adversely affected by such failure or delay. (b) With respect to Claims between the parties, following receipt of receiving notice from Claimant of a Claim, Indemnitor shall have forty-five (45) days to make any investigation that Indemnitor deems necessary or desirable of the Claim. For purposes of this investigation, Claimant agrees to make available to Indemnitor and its authorized representatives the information relied upon by Claimant to substantiate the Claim. (c) With respect to any Claim by a third Person as to which Claimant is entitled to indemnification hereunder, Indemnitor shall have the right, exercisable by written notice to Claimant within thirty (30) days after receipt of written notice from Claimant of the commencement or assertion of any such Claim, at its own expense, to accept full responsibility for such Claim and assume control of the defense of such Claim, and Claimant shall cooperate fully with Indemnitor, and have the right to participate with Indemnitor. If Indemnitor elects to assume control or otherwise participate in the defense of any third Person Claim, Indemnitor has the duty to diligently defend the Claim. If Indemnitor assumes such defense, Claimant shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Indemnitor, it being understood that the Indemnitor shall control such defense; provided, however, that Indemnitor shall bear the reasonable fees and expenses of such separate counsel if (i) representation of both parties would, in the reasonable opinion of counsel for Claimant, be inappropriate due to a conflict of interest, or (ii) Indemnitor shall not have employed counsel within a reasonable time after Claimant has given notice of a Claim Noticein compliance with this Section 10.2(d), . Indemnitor shall be liable for the Parties shall attempt reasonable fees and expenses of counsel employed by Claimant for any period during which Indemnitor has not assumed the defense thereof. If Indemnitor does not elect to resolve such claim assume control of any third Person Claim within thirty (30) days of its receipt of notice of the Claim (or any extended period mutually agreed upon in writing by the parties) or after assuming control does not in good faith within 30 days defend such third Person Claim, Claimant shall have the right to undertake the defense, compromise or settlement of the date Claim for the account of Indemnitor. In no event shall Indemnitor be liable or otherwise have any obligation with respect to any settlement, compromise or determination of any Claim agreed to by Claimant without the prior written consent of Indemnitor (which consent will not be withheld unreasonably). The Indemnitor shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Claim, without the consent of any Claimant, but only if the Indemnitor shall (1) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (2) not encumber any of the Objection Noticeassets of any Claimant or agree to any restriction or condition that would apply to or adversely affect any Claimant or to the conduct of any Claimant's business; and (3) obtain, as a condition of any settlement or other resolution, a complete release of any Claimant potentially affected by such Claim. (d) The defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in control of the other party. If the Parties are unable The parties agree to resolve furnish such claimrecords, the indemnified Party shall be free to pursue information and testimony, and attend such remedies conferences, discovery proceedings, hearings, trials and appeals, as may be available on reasonably requested by the terms and subject to the provision of this Agreementother party in connection with defending any third Person Claim.

Procedure for Indemnification. Upon becoming aware (a) Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification under Section 5.2 (an “Indemnified Party”) (except indemnification claims with respect to Section 5.2(a)(i) which arise under Section 2.11 or Section 5.2(a)(iii), both of which shall be governed by Section 4.6(f)) shall, in the case of a claim for indemnification hereunder Buyer Indemnified Party, promptly notify in writing the Seller and, in the case of a Seller Indemnified Party, promptly notify in writing the Buyer or the Company, as applicable (whether as any such notice, a result “Notice of Claim”); provided, however, that no delay on the part of any Third Indemnified Party in providing such notice shall adversely affect the rights of the Indemnified Party under Section 5.2. The Notice of Claim or shall set forth in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), reasonable detail (i) the indemnified Party shall give, in accordance with the terms of Section 9.2, notice date and nature and basis of such claim and (ii) a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an good faith estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If The Indemnified Party shall provide any information reasonably requested by the indemnifying Party objects Seller, the Buyer or the Company, as the case may be, in relation to such claim. (b) If a claim for indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving is with respect to a Claim Noticeby a third-party against an Indemnified Party, the Seller, in the case of a claim by a Buyer Indemnified Party and Buyer or the Company, in the case of a claim by a Seller Indemnified Party (the Seller, Buyer or the Company, as applicable, the “Indemnifying Party”), shall be entitled (but not obligated) to defend the Parties shall attempt Indemnified Party against such Claim with counsel selected by the Indemnifying Party (subject to resolve such claim in good faith within 30 days the reasonable approval of the date Indemnified Party) at the Indemnifying Party’s sole cost and expense; provided however that prior to assuming such control of the Objection Notice. If the Parties are unable to resolve such claimClaim, the indemnified Indemnifying Party shall be free acknowledges in writing that it is obligated to pursue indemnify the Indemnified Party with respect to such remedies as may be available on Claim to the terms extent provided for in, and subject to the provision limitations of, this Article V. The Indemnifying Party shall not consent to the entry of this Agreementany judgment or enter into any settlement with respect to such Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), unless the judgment or proposed settlement (i) releases the Indemnified Party and its Affiliates from all liability or obligation in connection with such Claim, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party or its Affiliates and (iii) does not involve a finding or admission of any violation of applicable Law or other wrongdoing by the Indemnified Party or its Affiliates. If the Indemnifying Party elects to assume the defense of such a Claim, the Indemnified Party shall, at the Indemnifying Party’s sole cost and expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in such defense. In any such Claim, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless representation of both the Indemnified Party and the Indemnifying Party by the same counsel would represent a conflict of interest for such counsel under applicable standards of professional conduct for attorneys, in which case the Indemnifying Party will pay the reasonable fees and expenses of such counsel.

Procedure for Indemnification. Upon becoming aware Promptly after receipt by a party ----------------------------- entitled to indemnification under this Section 7.1, or Sections 6.2, 6.6, 7.2 or 7.3 (an "Indemnitee") of notice of the commencement of any action, such Indemnitee shall, if a claim Claim in respect thereof is to be made against an indemnifying party (an "Indemnitor") under this section, give notice to the Indemnitor of the commencement thereof, but the failure so to notify the Indemnitor shall not relieve it of any liability that it may have to any Indemnitee except to the extent the Indemnitor demonstrates that it is materially prejudiced thereby. In case any such action by a third party shall be brought against an Indemnitee and it shall give notice to the Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such Indemnitee and, after notice from the Indemnitor to such Indemnitee of its election so to assume the defense thereof, the Indemnitor shall not be liable to such Indemnitee for indemnification hereunder any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnitor assumes the defense of such an action, (whether A) no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee's 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 Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor and (B) the Indemnitor shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). If notice is given to an Indemnitor of the commencement of any action and it does not, within ten days after the Indemnitee's notice is given, give notice to the Indemnitee of its election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnitee. Notwithstanding the foregoing, if an Indemnitee determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its Affiliates other than as a result of any Third Party Claim or in connection with any Losses incurred monetary damages, such Indemnitee may, by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying PartyIndemnitor, providing reasonable detail assume the exclusive right to defend, compromise or settle such action, but the Indemnitor shall not be bound by any determination of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will action so defended or any compromise or settlement thereof effected without its consent (which shall not be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Noticeunreasonably withheld), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware The party seeking indemnification under this paragraph ("Indemnitee") shall give the party from whom it seeks indemnification ("Indemnitor") prompt notice, as provided herein, of the assertion of such a claim provided, however, that the failure to give notice of a claim for indemnification hereunder (whether within a reasonable time shall only relieve the Indemnitor of liability to the extent it is materially prejudiced thereby. Promptly after receipt of written notice, as provided herein, of a result of any Third Party Claim claim by a person or in connection with any Losses incurred by an indemnified Party pursuant entity not a party to this Article VI or otherwise)Agreement, the indemnified Party Indemnitor shall giveassume the defense of such claim; provided, in accordance with however, that: Chancellor/ARS Local Marketing Agreement Page 30 ------------------------- (a) If the terms Indemnitor fails, within a reasonable time after receipt of Section 9.2, notice of such claim, to assume the defense thereof, the Indemnitee shall have the right to undertake the defense, compromise, and settlement of such claim on behalf of and for the account and risk of Indemnitor, subject to the right of the Indemnitor (a “Claim Notice”upon notifying the Indemnitee of its election to do so) to assume the indemnifying Partydefense of such claim at any time prior to the settlement, providing compromise, judgment, or other final determination thereof; (b) If in the reasonable detail of how the claim has arisen and an estimate judgment of the amount Indemnitee, based upon the indemnified Party reasonably anticipates advise of its counsel, a direct or indirect conflict of interest exists between the Indemnitee and Indemnitor, the Indemnitee shall (upon notifying the Indemnitor of its election to do so) have the right to undertake the defense, compromise, and settlement of such claim on behalf of and for the account and risk of Indemnitor (it being understood and agreed that it will the Indemnitor shall not be entitled to on account of indemnification by assume the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount defense of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.;

Procedure for Indemnification. Upon becoming aware (a) If any legal proceeding shall be instituted, or any claim or demand made, against an indemnifying party in respect of which an indemnifying party may be liable hereunder, or if either party hereto for any reason shall believe that it has a claim against the other party pursuant to the respective Section 8.1 or 8.2 hereof, then the indemnified party or the party believing it has a claim against the other party, as the case may be (in either case, the "Indemnified Party"), shall give prompt written notice hereunder to the indemnifying party or the party against whom the party giving notice believes it has a claim, as the case may be (in either case, the "Indemnifying Party"). Such notice shall specify in reasonable detail the date such underlying claim or belief first was asserted or arose, the nature of the Loss(es) for indemnification hereunder which payment is claimed, the Section or Sections of this Agreement upon which such claim is based, and the amount payable in respect thereto, and shall provide a copy of all pleadings relating to the underlying claim. (whether as a result of any Third b) If an Indemnifying Party Claim or in connection with any Losses incurred by an indemnified Party shall receive notice pursuant to this Article VI or otherwise)Section 8.3, the indemnified Indemnifying Party may, at its sole option, elect to defend against the Loss, which is the subject of such notice. If the Indemnifying Party elects to defend, then the Indemnified Party shall givehave the right to participate in such defense, in accordance with and the terms of Section 9.2, notice of trial counsel for the Indemnified Party shall be chosen by the Indemnifying Party and such claim (a “Claim Notice”) trial counsel shall be reasonably satisfactory to the indemnifying Indemnified Party, providing reasonable detail the costs of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will which shall be entitled to on account of indemnification borne by the indemnifying Indemnified Party. If the indemnifying Indemnifying Party does not object elect to defend, then the Indemnified Party may do so by its own counsel, such indemnification claim within 30 days counsel shall be reasonably satisfactory to the Indemnifying Party, the costs of receiving notice thereofwhich shall be borne by the Indemnifying Party, and the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense. (c) If the amount of any actual Loss indemnified against hereunder shall at any time subsequent to the payment of any indemnity payable hereunder, be reduced by any recovery, settlement or other payment, then the amount of such Claim Notice reduction, less any expense incurred by the party receiving such recovery, settlement or other payment in connection therewith, shall be deemed final and undisputed and repaid promptly to the indemnified Party shall be entitled to recover the amount Indemnifying Party. (d) The aggregate indemnification obligations of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available Bioglan on the terms one hand and subject to Medicis and IMX on the provision of this Agreementother hand under Section 8.1 or 8.2 hereof, as the case may be, will not exceed United States Three Million Dollars (US $3,000,000).

Procedure for Indemnification. Upon becoming aware (a) The party against which an Indemnifiable Claim is asserted (the "Indemnifying Party") shall have the right in the case of a claim for Third-Party Claim to elect to conduct, at its own expense, the defense against such claim, with counsel reasonably satisfactory to the party seeking indemnification hereunder (whether as the "Indemnified Party") upon written notice to the Indemnified Party (the "Defense Notice"). Except with the written consent of the Indemnified Party, the Indemnifying Party shall not, in the defense of an Indemnifiable Claim asserted by any Person not a result party hereto against any party hereto (a "Third Party Claim"), consent to the entry of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwisejudgment (other, than a judgment of dismissal on the merits without costs), or enter into any settlement which does not include as an unconditional term thereof the indemnified giving by the claimant or the plaintiff to the Indemnified Party shall give, a release from all liability in accordance with the terms of Section 9.2, notice respect of such claim or litigation, or which is not consented to by the Indemnified Party, which consent, however, may not be unreasonably withheld or delayed. (a “Claim Notice”b) In any event the Indemnified Party and the Indemnifying Party will cooperate with and make available to each other such assistance and materials as may reasonably be requested by the other, all at the expense of the Indemnifying Party, except as otherwise provided herein; and the Indemnified Party shall have the right, at its own expense, to participate in the defense, with counsel reasonably satisfactory to the indemnifying Indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware The following procedure shall apply to the foregoing agreements to indemnify and hold harmless: (i) The party who is seeking indemnification (the "Claimant") shall give written notice to the party from whom indemnification is sought (the "Indemnitor") promptly after the Claimant learns of a the claim for or proceeding, provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it is actually damaged thereby. (ii) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification hereunder (whether as a result after satisfaction of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise)applicable Basket, as defined below, the indemnified Party Indemnitor shall givehave the right to select and employ counsel of its own choosing to defend against any such claim or proceeding, in accordance with to assume control of the terms of Section 9.2, notice defense of such claim (or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. No settlement, compromise or disposition shall be made without the prior consent of the Claimant, which consent shall not be unreasonably withheld; provided, however, no consent need be given if there is not a “Claim Notice”) general release given to the indemnifying PartyClaimant or if any injunctive relief is imposed on the Claimant. The parties will fully cooperate in any such action, providing reasonable detail and shall make available to each other any books or records useful for the defense of how any such claim or proceeding. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Subject to the foregoing the Claimant shall not settle or compromise any such third party claim has arisen and an estimate without the prior consent of the amount the indemnified Party reasonably anticipates that it will Indemnitor, which consent shall not be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementunreasonably withheld.

Procedure for Indemnification. Upon becoming aware of (a) Promptly after receipt by a claim for party entitled to indemnification hereunder (whether as a result the “Indemnified Party”) of written notice of the assertion or the commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim or Claim”) with respect to any matter referred to in connection with any Losses incurred by an indemnified Sections 6.2 and 6.3, the Indemnified Party pursuant shall give written notice thereof to this Article VI or otherwisethe party obligated to indemnify Indemnified Party (the “Indemnifying Party”), the indemnified Party which notice shall give, in accordance with the terms of Section 9.2, notice of such claim (include a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate description of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereofClaim, the amount of such Claim Notice shall be deemed final thereof (if known and undisputed quantifiable) and the indemnified basis for the Claim, and thereafter shall keep the Indemnifying Party reasonably informed with respect thereto; provided, that failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby. (b) With respect to a Third-Party Claim, an Indemnifying Party shall be entitled to participate in the defense of such Claim or other claim giving rise to an Indemnified Party’s claim for indemnification at such Indemnifying Party’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that: (i) The Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (except that the Indemnifying Party shall pay all of the fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party); (ii) The Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnified Party’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (E) the claim involves environmental matters in which case the Indemnified Party shall have sole control and management authority over the resolution of such claim (including hiring legal counsel and environmental consultants, conducting environmental investigations and cleanups, negotiating with Governmental Entities and third parties and defending or settling claims and actions), provided, that the Indemnified Party shall keep the Indemnifying Party apprised of any major developments relating to any environmental claim; (F) in the reasonable judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim, or (G) the Indemnified Party reasonably believes that the Losses relating to the claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this ARTICLE 6; and (iii) If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice, or if such settlement involves an admission of any type on the part of the Indemnified Party. (c) A claim for indemnification for any matter not involving a third-party Claim (a “Direct Claim”) may be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 15 days after the Indemnified Party becomes aware of such Direct Claim (a “Direct Claim Notice”). The Direct Claim Notice will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of 10 Business Days within which to respond in writing to such Direct Claim (the “Claim Response Period”). If the Indemnifying Party disagrees with Indemnified Party’s assertion, validity or calculation of the Direct Claim, the Indemnifying Party must notify the Indemnified Party of such disagreement by giving the Indemnified Party notice thereof prior to the expiration of the Claim Response Period, which notice will forth in reasonable detail the basis for such disagreement and the Indemnifying Party’s good faith estimate of the appropriate resolution or adjustment (the “Claim Disagreement Notice”). If the Indemnifying Party does not deliver a Claim Disagreement Notice to the Indemnified Party within the Claim Response Period, then it shall promptly pay the amount of such the claim. If the indemnifying Indemnifying Party objects does timely deliver to such indemnification claim (by notifying the indemnified Indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Disagreement Notice), then during the thirty (30) days immediately following thereof, the Parties Indemnifying Party and the Indemnified Party shall attempt seek to resolve such claim any differences that they may have with respect to any matter specified in good faith within 30 days of the date of the Objection Claim Disagreement Notice. If at the Parties are end of such thirty (30) day period the Indemnifying Party and the Indemnified Party have been unable to resolve such claimagree upon the matter, the indemnified Indemnified Party shall will be free to pursue such remedies as may be available on the terms and subject to the provision of Indemnified Party under this Agreement. (d) Any amounts payable by the Indemnifying Party to or on behalf of an Indemnified Party in respect of a Loss shall be net of payments actually received from insurance proceeds.

Procedure for Indemnification. Upon becoming aware (a) Except for the Molo▇▇▇ ▇▇▇t to which Section 9.3(b), and not this Section 9.3(a), applies, and the Rams▇▇ ▇▇▇t and the Settlement Agreement to which Section 9.3(c), and not this Section 9.3(a), applies, in the event that any indemnified party receives written notice of the commencement of any action or proceeding, the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought pursuant to this Article IX (a "Third Party Claim"), and such indemnified party intends to seek indemnity pursuant to this Article IX, such indemnified party shall promptly provide the indemnifying party with written notice of such action, proceeding, claim, penalty or assessment, and such indemnifying party shall, upon receipt of such notice, be entitled to participate in or, at the indemnifying party's option, assume the defense, appeal or settlement of such action, proceeding, claim, penalty or assessment with respect to which such indemnity has been invoked with counsel of its choosing, and such indemnified party will fully cooperate with the indemnifying party in connection therewith; provided that such indemnified party shall be entitled to employ one counsel to represent such indemnified party if, in such indemnified party's reasonable judgment, a conflict of interest between the indemnifying party and the indemnified party exists in respect to such claim for indemnification hereunder and in that event the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. In the event that in the indemnified party's reasonable judgment no such conflict exists, the indemnified party may participate in (whether as a result of but not control) such defense, appeal or settlement at its own expense. The indemnifying party shall not compromise or settle any Third Party Claim unless such compromise or settlement includes a waiver and release of all claims against the indemnified party in form and substance reasonably acceptable to the indemnified party. In the event that the (b) Seller shall assume the appeal or settlement of the Molo▇▇▇ ▇▇▇t with counsel of its choosing, and Buyer shall cause the Buyer Group to cooperate fully with Seller in connection therewith, at Seller's expense. The Buyer Group shall not be entitled to employ counsel at Seller's expense in connection with the Molo▇▇▇ ▇▇▇t. The Buyer Group may, at its option, participate in (but not control) such appeal or settlement with counsel hired at Buyer's expense. (c) Seller shall assume the defense or settlement of any Losses incurred claims by an indemnified Party pursuant Guy ▇. ▇▇▇▇▇▇ ▇▇▇suant to this Article VI or otherwise)the Rams▇▇ ▇▇▇t, the indemnified Settlement Agreement or the breach or nonperformance of the Settlement Agreement with counsel of its choosing, and Buyer shall cause the Buyer Group to cooperate fully with Seller in connection therewith, at Seller's expense. The Buyer Group shall not be entitled to employ counsel at Seller's expense in connection therewith. The Buyer Group may, at its option, participate in (but not control) such defense or settlement with counsel hired at Buyer's expense. (d) Any indemnifiable claim that is not a Third Party Claim shall give, in accordance with the terms of Section 9.2, be asserted by written notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the party. The indemnifying Party. If the indemnifying Party does not object party shall respond to such indemnification claim notice within 30 days days, either by paying such claim or by notifying the party requesting indemnification of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled its intent to recover the amount contest all or a part of such claim. If the indemnifying Party objects party contests only a part of such claim, it shall promptly pay to such the party requesting indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) portion of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Noticethat is not contested. If the Parties are unable indemnifying party does not respond to resolve such notice within 30 days, such claim shall be deemed admitted, and the indemnifying party shall have no further right to contest the validity of such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Procedure for Indemnification. Upon becoming aware The Indemnified Party shall follow the procedures set forth in this Section 8.3 in order to be entitled to indemnification with respect to claims resulting from the assertion of liability by persons or entities other than the Indemnified Party, including claims by governmental entities for penalties, fines and assessments. (1) In the event that any action, suit or proceeding (hereinafter, a "Legal Action") is brought against the Indemnified Party or any claim or demand is made by any person or entity, including any governmental entity (a "Third Party Claim"), in respect of which the Indemnified Party desires to make a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified against the Indemnifying Party pursuant to this Article VI or otherwise)Section 8.3, the indemnified Indemnified Party shall give, in accordance with give prompt written notice to the terms Indemnifying Party of Section 9.2, notice the institution of such claim Legal Action or the making of such Third Party Claim, such notice to identify the amount, nature of, and other circumstances surrounding such claim. (a “Claim Notice”2) Upon the written agreement of the Indemnifying Party that it is obligated to indemnify hereunder, the Indemnifying Party shall assume the defense thereof with counsel reasonably satisfactory to the indemnifying Indemnified Party; provided, however, that the Indemnified Party shall in any event have the right to participate at its own expense in the defense of any such Legal Action or Third Party Claim, and provided further that in no event may the Indemnifying Party settle or compromise a Legal Action or Third Party Claim without the prior written consent of the Indemnified Party, providing reasonable detail of how which consent shall not be unreasonably withheld. Without limiting the claim has arisen and an estimate generality of the amount the indemnified Party reasonably anticipates that foregoing, it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does shall not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and unreasonable to withhold consent to a settlement or compromise involving injunction or other equitable relief against the indemnified Indemnified Party shall be entitled to recover the amount or any of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such noticeits assets, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementemployees or business.

Procedure for Indemnification. Upon becoming aware of If an event occurs which a claim for Party believes requires indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwiseIndemnification Event"), the indemnified Party seeking indemnification ("Indemnified Party") shall give prompt written notice to the other Party ("Indemnifying Party") providing reasonable details of the nature of the event and the basis of the indemnity claim. The Indemnifying Party shall givethen have the right, at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such action. The Indemnified Party shall also have the right, but not the obligation, to participate at its own expense in accordance the defense with counsel of its choice. The Indemnified Party shall cooperate as requested by the terms Indemnifying Party to assist it in defending or contesting any such action. If the Indemnified Party fails to promptly notify the Indemnified Party of Section 9.2the occurrence of an Indemnification Event, notice of such claim (a “Claim Notice”) to the indemnifying extent, but only to the extent, that such failure results in a material adverse effect on the Indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will shall not be entitled to on account of indemnification by the indemnifying Partywith respect to such Indemnification Event. If the indemnifying Indemnifying Party does not object fails within thirty (30) days after receipt of such notice: (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest, or otherwise protect against such indemnification suit, action, investigation, claim within 30 days of receiving notice thereofor proceeding, or fails to diligently continue to provide such defense after undertaking to do so, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Indemnified Party shall be entitled have the right, upon ten (10) days' prior written notice to the Indemnifying Party, to defend, settle and satisfy any such suit, action, claim, investigation or proceeding and recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days costs of the date of same from the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this AgreementIndemnifying Party.

Procedure for Indemnification. Upon becoming aware Each party indemnified under paragraph (a) or (b) of a claim for indemnification hereunder this Section 1.7 (whether as a result the “Indemnified Party”) shall, promptly after receipt of notice of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought, notify the party required to provide indemnification (the “Indemnifying Party”) in writing of the claim or in connection with any Losses incurred by an indemnified the commencement thereof; provided that the failure of the Indemnified Party pursuant to this Article VI or otherwise), notify the indemnified Indemnifying Party shall give, in accordance with not relieve the terms of Section 9.2, notice of such claim (a “Claim Notice”) Indemnifying Party from any liability it may have to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account of indemnification the indemnity agreement contained in paragraph (a) or (b) of this Section 1.7, unless the Indemnifying Party was materially prejudiced by that failure, and in no event shall relieve the indemnifying Indemnifying Party from any other liability it may have to that Indemnified Party. If the indemnifying Party does not object to such indemnification any claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of any claim or action, 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 1.7 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 shall have the right to employ separate counsel to represent it and assume its defense (in which case, the Indemnifying Party shall not represent it) if (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 ten (10) days of receipt of notice of such claim or commencement of action, and in each 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 not approved by the Indemnifying Party, whose approval is not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any 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 prior written consent of 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. If the indemnification provided for in this Section 1.7 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 therein, then each Indemnifying Party shall, in lieu of indemnifying that Indemnified Party, contribute to the amount paid or payable by that Indemnified Party as a result of the 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 that resulted in the 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 specifically for use in any registration statement, prospectus, offering circular or other similar document 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 any 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 that is the subject of the 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 legal or other expenses reasonably incurred by the Indemnified Party in connection with investigating or defending the action or claim. If No person guilty of fraudulent misrepresentation (within the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”meaning of Section 12(f) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party Securities Act) shall be free entitled to pursue such remedies as may be available on the terms and subject to the provision contribution from any person who was not guilty of this Agreementa fraudulent misrepresentation.

Procedure for Indemnification. Upon becoming (a) If an indemnified party receives notice of any claim, assertion or the commencement of any action or proceeding or becomes aware of a claim for any matter with respect to which Purchaser and the Company, as indemnifying parties (the "Indemnitors"), are obligated to provide indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwiseSection 6 (an "Indemnifiable Claim"), the indemnified Party party shall givepromptly give written notice thereof to the Indemnitors (a "Notice of Claim"). The failure of any indemnified party to give timely notice hereunder shall not affect such party's rights to indemnification hereunder, in accordance with except to the terms of Section 9.2, notice extent that the Indemnitor demonstrates that the defense of such claim action is prejudiced by the indemnified party's failure to give such notice. (a “Claim Notice”b) The Indemnitors shall have the right if they so elect by written notice delivered to the indemnifying Party, providing reasonable detail of how indemnified party to assume the claim has arisen and an estimate of the amount defense with respect to any Indemnifiable Claim with counsel reasonably satisfactory to the indemnified Party party. Any indemnified party shall have the right to employ separate counsel reasonably anticipates that it will be entitled satisfactory to on account of indemnification by Indemnitors in any such action and to participate in the indemnifying Party. If defense thereof at the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount expense of such Claim Notice shall be deemed final and undisputed and indemnified party except as otherwise provided herein; provided, however that the indemnified Party Indemnitors shall be entitled to recover primary control of the amount defense thereof subject to the terms and conditions hereof. The Indemnitors shall not settle or compromise any Indemnifiable Claim without the prior written consent of such claimthe indemnified parties. If the indemnifying Party objects Indemnitors do not notify the indemnified party within five days after receipt of the Notice of Claim (or within such shorter response period as is required to avoid prejudice to the ability to defend against such Indemnifiable Claim) that Indemnitors intend to assume the defense with respect to such indemnification claim (by notifying Indemnifiable Claim, then the indemnified Party parties may assume the defense with respect to such Indemnifiable Claim at the Indemnitor's sole cost and expense. (c) The Indemnitors and the indemnified parties shall make available to each other all books, records, documents and other information within 30 days their control that are reasonably necessary or appropriate for such defense. The Indemnitors shall keep the indemnified parties promptly and fully apprised of the progress of the defense of the Indemnifiable Claim all other developments with respect to such Indemnifiable Claim. (such notice, an “Objection Notice”d) The Indemnitors shall be liable for any settlement of receiving a Claim Noticeany action effected pursuant to and in accordance with this Section 6 and for any final judgment (subject to any right of appeal), and the Parties shall attempt Indemnitors agree to resolve indemnify and hold harmless an indemnified party from and against any Damages by reason of such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementsettlement or judgment.

Procedure for Indemnification. Upon becoming aware (a) In the event that any claim, demand or Action for which a Party (an “Indemnifying Party”), would be liable to the another Person under Sections 6.2 or 6.3 (an “Indemnified Person”) is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall, with reasonable promptness, notify the Indemnifying Party of a claim for indemnification hereunder (whether as a result such claim, demand or Action, but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to its obligations under this Article VI VI, except to the extent the Indemnifying Party demonstrates that the defense of such claim, demand or otherwise), the indemnified Action is materially prejudiced thereby. The Indemnifying Party shall give, in accordance with have thirty (30) days from receipt of the terms of Section 9.2, above notice of such claim from the Indemnified Party (a the “Claim NoticeNotice Period”) to notify the indemnifying Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, providing reasonable detail of how to defend the claim has arisen Indemnified Party against such claim, demand or Action; provided, however, that the Indemnified Party is hereby authorized to file, prior to and an estimate during the Notice Period, any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the amount Indemnifying Party and not prejudicial to the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Indemnifying Party. If the indemnifying Indemnifying Party does not object elects to assume the defense of any such indemnification claim within 30 days of receiving notice thereofclaim, demand or Action, the amount 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 the defense of such Claim claim, demand or Action (or fails to give notice to the Indemnified Party prior to the expiration of the Notice shall be deemed final and undisputed and Period), the indemnified Indemnified Party shall be entitled to recover assume the amount defense of such claim, demand or Action with counsel of its own choice, at the expense of the Indemnifying Party. If the indemnifying claim, demand or Action is asserted against both the Indemnifying Party objects and the Indemnified Party, and, based on the advice of counsel reasonably satisfactory to such indemnification claim (by notifying the indemnified Indemnifying Party, it is determined that there is or may be a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)and the Indemnified Party, the Parties Indemnifying Party shall attempt be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to resolve such claim in good faith within 30 days represent all of the date Indemnified Parties, regardless of the Objection Noticenumber of Indemnified Parties there may actually be. If the Parties are unable Indemnifying Party elects to resolve assume the defense of such claim, demand or Action, (i) no compromise or settlement thereof may be effected by the indemnified Indemnifying Party without the Indemnified Party’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be free to pursue such remedies as may be available on unreasonably withheld, conditioned or delayed). (b) Notwithstanding the terms and subject to the provisions of Section 6.5(a) or any other provision of this Agreement, Seller shall have the right to assume the defense of any claim, demand or Action to which Section 6.2 applies, if but only if, prior to the expiration of the Notice Period, Seller (i) confirms in writing to the applicable Buyer Indemnitee(s) Seller’s obligation to hold such Buyer Indemnitee(s) harmless and to indemnify such Buyer Indemnitee(s) from and against such claim, demand or Action and any Damages such Buyer Indemnitee(s) may suffer, sustain or become subject to arising out of or related thereto; (ii) furnishes adequate (in the reasonable discretion of such Buyer Indemnitee(s)) financial assurances to such Buyer Indemnitee(s) of Seller’s ability to hold such Buyer Indemnitee(s) harmless and to indemnify such Buyer Indemnitee(s) from and against such claim, demand or Action and any Damages such Buyer Indemnitee(s) may suffer, sustain or become subject to arising out of or related thereto; and (iii) diligently defends such claim, demand or Action with counsel satisfactory to such Buyer Indemnitee(s) in such Buyer Indemnitee’s reasonable judgment. (c) If requested by the Indemnifying Party, the Indemnified Person agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or Action which the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the claim, demand or Action, or any cross-complaint against any Person asserting the claim, demand or Action, or any cross-complaint against any other Person and further agrees to take such other action as may be reasonably requested by the Indemnifying Party to reduce or eliminate any Damages for which the Indemnifying Party would have responsibility, but the Indemnifying Party shall reimburse the Indemnified Person for any expenses incurred by the Indemnified Person in so cooperating or acting at the request of the Indemnifying Party. (d) The Indemnified Person agrees to afford the Indemnifying Party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including Governmental Authorities, asserting any claim, demand or Action against the Indemnified Person or conferences with representatives of or counsel for such Persons.

Procedure for Indemnification. Upon becoming aware If any action will be brought against an Investor Party in respect of which indemnity may be sought pursuant to this Settlement Agreement, Plaintiff will promptly notify Defendant in writing, and Defendant will have the right to assume the defense of such action with counsel of its own choosing. Investor Parties will have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel will be at the expense of Investor Parties except to the extent that (a) the employment thereof has been specifically authorized by Defendant in writing, (b) Defendant has failed after a claim reasonable period of time to assume such defense and to employ counsel or (c) in such action there is, in the reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position of Defendant and the position of Investor Parties such that it would be inappropriate for indemnification hereunder one counsel to represent Defendant and Investor Parties. Defendant will not be liable to Investor Parties under this Settlement Agreement (whether i) for any settlement by an Investor Party effected without Defendant’s prior written consent, which will not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage, or liability is either attributable to Investor’s breach of any of the representations, warranties, covenants, or agreements made by Investor in this Settlement Agreement or in the other Transaction Documents. In no event will Defendant be liable for the reasonable fees and expenses for more than one separate firm of attorneys (plus local counsel as applicable) to represent all Investor Parties. Other than the liability of Plaintiff to Defendant for uncured material breach of the express provisions of this Settlement Agreement, no Investor Party will have any liability to Defendant or any person asserting claims on behalf of or in right of Defendant as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party acquiring the Conversion Shares pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Settlement Agreement.

Procedure for Indemnification. Upon becoming aware Each party indemnified under paragraph (a) or (b) of a claim for indemnification hereunder this Section 1.8 (whether as a result the “Indemnified Party”) shall, promptly after receipt of notice of any Third claim or the commencement of any action against such Indemnified Party Claim in respect of which indemnity may be sought, notify the party required to provide indemnification (the “Indemnifying Party”) in writing of the claim or in connection with any Losses incurred by an indemnified the commencement thereof; provided that the failure of the Indemnified Party pursuant to this Article VI or otherwise), notify the indemnified Indemnifying Party shall give, in accordance with not relieve the terms of Section 9.2, notice of such claim (a “Claim Notice”) Indemnifying Party from any liability it may have to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Indemnified Party reasonably anticipates that it will be entitled to on account of indemnification the indemnity agreement contained in paragraph (a) or (b) of this Section 1.8, unless the Indemnifying Party was materially prejudiced by that failure, and in no event shall relieve the indemnifying Indemnifying Party from any other liability it may have to that Indemnified Party. If the indemnifying Party does not object to such indemnification any claim within 30 days of receiving notice thereof, the amount of such Claim Notice or action shall be deemed final and undisputed brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the indemnified Indemnifying Party shall be entitled to recover participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of any claim or action, 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 1.8 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 shall have the right to employ separate counsel to represent it and assume its defense (in which case, the Indemnifying Party shall not represent it) if (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 ten (10) days of receipt of notice of such claim or commencement of action, and in each case the fees and expenses of separate counsel for an Investor or Investors holding twenty-five percent (25%) of the Registrable Securities shall be paid by the Indemnifying Party, and in the case of the parties indemnified by the Investors, one separate counsel shall be paid for by the Investors as Indemnifying Parties. If any Indemnified Party employs such separate counsel, it will not enter into any settlement agreement not approved by the Indemnifying Party, whose approval is not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any 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 prior written consent of 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. If the indemnification provided for in this Section 1.8 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 therein, then each Indemnifying Party shall, in lieu of indemnifying that Indemnified Party, contribute to the amount paid or payable by that Indemnified Party as a result of the 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 that resulted in the 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 specifically for use in any registration statement, prospectus, offering circular or other similar document 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 an Investor of Registrable Securities be required to contribute in excess of the amount of such the net proceeds received by that Investor in connection with the sale of Registrable Securities in the offering that is the subject of the 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 legal or other expenses reasonably incurred by the Indemnified Party in connection with investigating or defending the action or claim. If No person guilty of fraudulent misrepresentation (within the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”meaning of Section 12(f) of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party Securities Act) shall be free entitled to pursue such remedies as may be available on the terms and subject to the provision contribution from any person who was not guilty of this Agreementa fraudulent misrepresentation.

Procedure for Indemnification. Upon (a) if a party entitled to be indemnified under this Agreement (an "Indemnitee") receives notice of the assertion by an unaffiliated third party (a "Third Party") of any claim or potential liability or of the commencement by any such person of any action or proceeding (a "Third Party Claim") with respect to which another party hereto (an "Indemnifying Party") is obligated to provide indemnification, the Indemnitee shall give the Indemnifying Party prompt notice thereof after becoming aware of such Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and shall indicate the amount (estimated if necessary) of the Loss that has been or may be sustained by the Indemnitee. Such notice shall be a claim condition precedent to any liability of the Indemnifying Party for any Third Party Claim under the provisions for indemnification contained in this Agreement; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnifying Party of such Third Party Claim shall adversely affect the Indemnitee's rights to indemnification hereunder solely to the extent that such failure prejudices the Indemnifying Party in the defense of such Third Party Claim. (whether b) The Indemnifying Party may elect to compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any Third Party Claim. If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within thirty (30) calendar days after receiving notice of the Third Party Claim, notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnitee of its election as herein provided, or otherwise abandons the defense of such Third Party Claim, (i) the Indemnitee may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim and (ii) the costs and expenses of the Indemnitee incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. (c) In addition, in connection with any Third Party Claim in which the Indemnitee shall reasonably conclude, based upon an opinion of its counsel, that (i) there is a conflict of interest between the Indemnifying Party and the Indemnitee in the conduct of the defense of such Third Party Claim or (ii) there are specific defenses available to the Indemnitee which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the Indemnitee shall have the right to retain separate counsel in connection with such Third Party Claim. In such an event, the Indemnifying Party shall pay the reasonable fees and disbursements of counsel to each of the Indemnifying Party and the Indemnitee. (d) Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim (unless the sole relief payable to a Third Party in respect of such Third Party Claim is monetary damages that are paid in full by the party settling or compromising such claim) over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. (e) In any event, except as otherwise provided herein, the Indemnitee and the Indemnifying Party may each participate, at its own expense, in the defense of such Third Party Claim. (f) If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the receipt of appropriate confidentiality agreements. (g) Notwithstanding anything to the contrary stated hereinabove in this section, in the event prompt action is required with respect to the defense of a Third Party Claim, the Indemnitee shall, subject to the terms and conditions of this Article, have the right to assume the defense of such Third Party Claim; provided, however, that in the event that the Indemnifying Party subsequently elects to assume the defense of such Third Party Claim, then the provisions set forth hereinabove shall be applicable and the Indemnifying Party shall, subject to the terms and conditions of this Article, reimburse the Indemnitee for any costs and expenses incurred by the Indemnitee prior to the date the Indemnifying Party assumes control of such Third Party Claim. (h) Notwithstanding the foregoing, if an offer of settlement or compromise is received by or communicated to the Indemnifying Party with respect to a Third Party Claim and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to settle or compromise such Third Party Claim on the basis set forth in such notice and the Indemnitee declines to accept such settlement or compromise, the Indemnitee may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, at the Indemnitee's sole expense. The obligation of the Indemnifying Party to the Indemnitee with respect to such Third Party Claim shall be equal to the lesser of (i) the amount of the offer of settlement or compromise which the Indemnitee declined to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnifying Party notifies the Indemnitee of the Indemnifying Party's willingness to settle or compromise such Third Party Claim or (ii) the amount the Indemnitee is obligated to pay as a result of any the Indemnitee's continuing to contest such Third Party Claim or in connection including costs and expenses with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”) to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed respect thereto; and the indemnified Indemnifying Party shall be entitled to recover (by set-off or otherwise) from the amount Indemnitee any additional expenses incurred by the Indemnifying Party as a result of the Indemnitee's decision to continue to contest such Third Party Claim. (i) Any claim on account of a Loss which does not involve a Third Party Claim shall be asserted by a written notice given by the party claiming indemnity to the party from which indemnity is claimed. The recipient of such notice shall have a period for sixty (60) calendar days within which to respond thereto. If such recipient does not respond within such 60-day period, such recipient shall be deemed to have accepted responsibility to make payment, subject to the provisions hereof, and shall have no further right to contest the validity of such claim. If the indemnifying Party objects to recipient does respond within such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve 60-day period and rejects such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claimwhole or in part, the indemnified Party party claiming indemnity shall be free to pursue such remedies as may be available on to such party by applicable law. (j) If the terms and subject amount of any Loss shall, at any time subsequent to payment of indemnification pursuant to this Agreement, be reduced by receipt of insurance proceeds by the Indemnitee in respect of such Loss, the amount of such reduction less any expenses incurred in connection therewith shall promptly be repaid by the Indemnitee to the provision of Indemnifying Party. (k) Notwithstanding anything to the contrary contained in this Agreement, no claim shall be made against Seller for indemnification under Section 12.1(a) with respect to any Loss which any of Purchaser's Indemnified Parties may suffer, incur or sustain unless the aggregate of all such Losses described in Section 12.1(a) shall exceed $15,000 (the "Indemnification Amount"), and Seller shall only be required to pay or be liable for any such Losses described in Section 12.1(a) to the extent that their aggregate amount exceeds the Indemnification Amount, and then only with respect to Losses incurred in excess of such amount, provided, however, that the Indemnification Amount limitation contained in this Section 12.3(k) shall not apply to, and Purchaser's Indemnified Parties shall be entitled to dollar-for-dollar recovery with respect to, Losses suffered, incurred or sustained which arise out of, result from or are attributable to breaches of the representations contained in Sections 3.10, 3.12 or 3.15 hereof.

Procedure for Indemnification. Upon becoming aware (a) If D&D or any of a its Affiliates or DUSA or any of its Affiliates (in each case an “Indemnified Party”) receives any written claim for indemnification which it believes is the subject of indemnity hereunder by DUSA or D&D, as the case may be, (whether in each case as a result of any Third Party Claim or in connection with any Losses incurred by an indemnified Party pursuant to this Article VI or otherwise“Indemnifying Party”), the indemnified Indemnified Party shall giveshall, in accordance with [C.I.] give notice thereof to the terms of Section 9.2Indemnifying Party, notice including full particulars of such claim (a “Claim Notice”) to the indemnifying extent known to the Indemnified Party; provided, that the [C.I.] to the Indemnifying Party as contemplated hereby [C.I.] the Indemnifying Party from any liability to the Indemnified Party [C.I.] to the Indemnifying Party. The Indemnifying Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission. Party shall have the right, [C.I.] to the Indemnified Party, providing reasonable detail to assume the defense of how such claim with counsel [C.I.] the claim has arisen Indemnified Party, and an estimate of [C.I.] the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Indemnifying Party. If the indemnifying Indemnifying Party does not object to so assume the defense of such indemnification claim within 30 days of receiving notice thereofor, having done so, does not diligently pursue such defense, the amount Indemnified Party may assume such defense, with counsel of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claimits choice, [C.I.]. If the indemnifying Indemnifying Party objects to so assumes such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice)defense, the Parties Indemnified Party may participate therein through counsel of its choice, [C.I.] shall attempt to resolve be [C.I.] (b) The Party not assuming the defense of any such claim in good faith within 30 days shall render all reasonable assistance to the Party assuming such defense at its request, [C.I.] of such assistance shall be [C.I.] (c) No such claims shall be settled other than by the date of Party defending the Objection Notice. If same, and [C.I.] provided, that the Parties are unable to resolve such claim, the indemnified Indemnified Party shall be free have no obligation to pursue consent to any settlement of any such remedies as may be available claim which imposes on the terms Indemnified Party any liability or obligation which cannot be assumed and subject to performed in full by the provision of this AgreementIndemnifying Party.

Procedure for Indemnification. Upon becoming aware (a) A Parent Indemnified Person shall promptly notify the Securityholders’ Representative of any claim, demand, action or proceeding for which indemnification or being held harmless may be sought under Section 11.2, and, if such claim, demand, action or proceeding by or on behalf of any Person other than a claim for indemnification hereunder party to this Agreement or its successors or assigns would result in Damages (whether a “Third Party Claim”). Any omission so to notify the Securityholders’ Representative as aforesaid shall not relieve any party from any liability they may have to any Parent Indemnified Person to the extent that such party is not prejudiced as a result of such failure. (b) If the Parent gives notice to the Securityholders’ Representative of the commencement of such Third Party Claim, the Securityholders’ Representative shall have the right, at its sole expense to participate in the defense of such Third Party Claim. Notwithstanding the foregoing, the Parent Indemnified Persons shall have the right in all respects to control the defense with respect to such Third Party Claim; provided, however, except as set forth below, the Securityholders’ Representative, at its sole cost and expense, may assume and manage the defense of such Third Party Claim, with counsel reasonably acceptable to the Parent, if such Third Party Claim seeks only monetary damages and the potential aggregate Damages arising from such Third Party Claim, when taken together with all other outstanding claims for indemnification by the Parent Indemnified Persons, would not reasonably be expected to exceed the amount of Escrow Fund then held in the Escrow Fund (“Permissible Third Party Claim”). Without limiting the generality of the foregoing, in no event shall the Securityholders’ Representative have the right to assume or manage the defense of any Third Party Claim (i) or in connection with any Losses incurred by an indemnified Party pursuant matter that involves or is related to this Article VI or otherwise)Taxes, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a “Claim Notice”ii) to which the indemnifying PartySecurityholders’ Representative or any Securityholder is also a party to such Third Party Claim and the Parent determines in good faith that joint representation would be inappropriate, providing reasonable detail (iii) if the potential aggregate Damages arising from such Third Party Claim, when taken together with all other outstanding claims for indemnification by the Parent Indemnified Persons, could reasonably be expected to exceed the amount of how Escrow Fund then held by the claim has arisen and an estimate Escrow Agent, (iv) if the Third Party Claim seeks relief other than monetary damages, (v) if the subject matter of the amount Third Party Claim relates to the indemnified ongoing business of the Surviving Corporation, any of its Subsidiaries, or any of the Parent Indemnified Persons and, if decided against the Surviving Corporation, any of its Subsidiaries or any of the Parent Indemnified Persons, would adversely affect the ongoing business or reputation of the Surviving Corporation, any of its Subsidiaries or any of the Parent Indemnified Persons, or (vi) if the Securityholders’ Representative does not or is not diligently defending against such Third Party reasonably anticipates that Claim. If the Securityholders’ Representative assumes the defense of a Permissible Third Party Claim (i) it will be entitled conclusively established for purposes of this Agreement that the claims made in such Permissible Third Party Claim are within the scope of and subject to on account indemnification; (ii) no compromise or settlement of indemnification such claims may be effected by the indemnifying PartySecurityholders’ Representative without the Parent’s consent, which consent shall not be unreasonably withheld or delayed; and (iii) the Parent Indemnified Persons will have no liability with respect to any compromise or settlement of such claims effected without its consent, such consent not to be unreasonably withheld or delayed. If notice is given to the Securityholders’ Representative of the commencement of any Permissible Third Party Claim and the Securityholders’ Representative does not, within twenty (20) days (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) after the Parent Indemnified Person’s notice is given, give notice to the Parent of its election to assume the defense of such Third Party Claim, the Securityholders and the Securityholders’ Representative will be bound by any determination made in such Third Party Claim or any compromise or settlement effected by the Parent Indemnified Persons. In the event that the Securityholders’ Representative assumes and manages any Permissible Third Party Claim, the Parent Indemnified Persons shall have the right to participate in the defense thereof at its sole cost and expense, using counsel reasonably satisfactory to it and, if the Securityholders’ Representative does not diligently conduct the defense of such Third Party Claim, the Parent Indemnified Persons shall, upon written notice to the Securityholders’ Representative, have the right to assume control thereof. (c) A claim for indemnification or to be held harmless shall specify the amount, or good faith estimate thereof, and nature of such claimed Damages and include the request of the Parent Indemnified Persons for indemnification of such amount. Upon receipt by the Securityholders’ Representative of such written notice, the Securityholders’ Representative shall have twenty (20) days (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) to review such notice and state whether he has any objections to the matters stated therein. If the indemnifying Party does Securityholders’ Representative has not object objected in writing to any claim or claims made in such indemnification claim notice within 30 twenty (20) days (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of receiving notice thereofthe Person asserting the claim) of receipt of such notice, the amount of such Claim Notice Damages shall be deemed final and undisputed thereupon become payable to such Parent Indemnified Persons from the Escrow Fund. (d) In connection with any such Third Party Claim, the Securityholders’ Representative and the indemnified Party Parent Indemnified Persons shall, and shall be entitled cause their respective Affiliates to, cooperate with each other and provide each other with reasonable access to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an “Objection Notice”) of receiving a Claim Notice), the Parties shall attempt to resolve such claim relevant books and records in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreementtheir possession.