Common use of Procedure for Indemnification Clause in Contracts

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

Procedure for Indemnification. Any party making a claim for indemnification hereunder (the "Indemnitee") shall promptly notify the indemnifying party (the "Indemnifying Party") of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The procedure Indemnifying Party shall respond to each such claim within thirty (30) days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnitee until the later of (a) the expiration of the thirty (30) day response period (unless reasonably necessary to protect the rights of the Indemnitee), or (b) thirty (30) days following the receipt of a response within such thirty (30) day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (reduced to the extent known so cured within such thirty (30) day cure period). If such demand is based on a claim by the Claimant) and (ii) if knowna third party, the amount Indemnifying Party shall have the right to assume the entire control of the claim; provided thatdefense, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unlesscompromise or settlement thereof, and only including at its own expense, employment of counsel reasonably satisfactory to the extent thatIndemnitee, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period and, in which the Claimant failed to give such notice. Thereafterconnection therewith, the Claimant Indemnitee shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees cooperate fully to make available to the Indemnifier and/or Indemnifying Party all pertinent information under its authorized representative(s) control. The Indemnifying Party shall not concede, settle or compromise any such third-party claim without the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount consent of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof)Indemnitee, the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier consent shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above)unreasonably withheld or delayed. Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a No claim for indemnification under Section 10.3 against GCI and GCI Member and resulting from the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO breach or falsity of any of the Company specifying representations or warranties set forth herein or in reasonable detail any certificate or other instrument delivered pursuant hereto shall be made after a description of date on which such claim and if the CEO does not subsequently agree to cause the Company to bring such claimrepresentation, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to warranty or agreement shall have expired under the provisions of Section 10 9.1 hereof.

Procedure for Indemnification. The procedure for Promptly following the discovery of any breach of a representation or warranty of the Company or the Purchasers contained in this Agreement, of any third party claim or of any other matter which could entitle Purchasers or the Company to indemnification shall be as follows: (a) The Claimantunder this Agreement, as the indemnified party claiming indemnification, shall give written notice to the Indemnifier indemnitor. The indemnitor shall have ten days from receipt of any such notice to pay the amount of damages so specified or challenge the claim. If the indemnitor disputes such claim for indemnification, whether between or among Parties or brought by a Third Partythe indemnitor shall be given 10 days in which to meet with the Company's accountants, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) review the factual basis for such claim and dispute the findings, if appropriate. If any claim for indemnification hereunder results from any claim or Loss by a person who is not a party to this Agreement (to the extent known by the Claimant) and (ii) "Third Party Claim"), such notice shall also specify, if known, the amount or an estimate of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claimliability arising therefrom. If The Indemnitee shall give the Claimant other party prompt notice of any such claim and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof)Indemnitor shall undertake the defense thereof by representatives of its own choosing, reasonably satisfactory to the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the rightIndemnitee, at its own expense, to participate in or assume control the expense of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the IndemnifierIndemnitor. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant The Indemnitee shall have the right to participate in the any such defense of such claim at a Third Party Claim with advisory counsel of its own expense and to employ counsel (not reasonably objected to by the Indemnifier)choosing, at its own expense. If Indemnitor, separate from the counsel employed by the Indemnifierwithin 20 days after notice of any such Third Party Claim, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise existfails to defend, the Claimant Indemnitee shall have the right to select separate counsel to participate in undertake the defense defense, compromise or settlement of such action Third Party Claim on its behalf, and for the account of, Indemnitor, at the expense and risk of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentIndemnitor. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for Any indemnification of a manager, officer or employee under Sections 7.04(a) and (b), or advance of costs, charges and expenses to a present or former manager or officer under Section 7.04(d), shall be made promptly, and in any event within thirty (30) days, upon the written request of such Person. If the Company denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as follows: granted by this Section 7.04 shall be enforceable by the manager, officer or employee in any court of competent jurisdiction. Such Person’s costs and expenses (a) The Claimant, as the party claiming incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such Proceeding, or (b) incurred in connection with successfully defending, in whole or in part, a suit brought by the Company to recover an advancement of expenses pursuant to an undertaking, shall give written notice also be indemnified by the Company. (i) It shall be a defense to the Indemnifier of any claim, whether between or among Parties or such Proceeding brought by a Third PartyPerson seeking to enforce his or her right to indemnification (but shall not be a defense in an action brought to enforce a claim for the advancement of costs, within 20 days of receiving noticecharges and expenses under Section 7.04(d) where the required undertaking, or becoming awareif any, thereof and specifying (i) the factual basis for such claim (to the extent known has been received by the Claimant) Company), and (ii) if knownthe Company shall be entitled to recover an advancement of expenses pursuant to an undertaking upon a final adjudication of an action for such recovery, that the amount claimant has not met the standard of conduct required by Delaware law to be indemnified, but the burden of proving the failure to meet such standard of conduct shall be on the Company. Neither the failure of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents Company (including court papersits mangers, its independent legal counsel, or its stockholders) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of have made a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or determination prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense commencement of such action on its behalf, at the expense that indemnification of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate claimant is proper in the defense circumstances because he or she has met the applicable standard of any Third Party claimconduct required by Delaware law to be indemnified, it shall be bound nor the fact that there has been an actual determination by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)Company (including its managers, the Indemnifier shall not be liable to the Claimant for any its independent legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect tocounsel, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (dstockholders) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company claimant has not brought met such claim against GCI and GCI Memberapplicable standard of conduct, ACS Member may send written notice to shall create a presumption that the CEO claimant has not met the applicable standard of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofconduct.

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 13 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "INDEMNITEE") shall notify the party providing indemnification (the "INDEMNITOR") promptly. In the case of third party claims, such notice shall give written notice to in any event be given within 10 days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information Indemnitor demonstrates that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect intention to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes assume the defense of any such claim or litigation resulting therefrom, 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, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall be made within 10 days of a Third Party final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, if no appeal is pending from such judgment or if the Claimant shall time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not admit pending any liability with respect tomotion to set aside such award or if the time within to move to set such award aside has elapsed, or settle, compromise or discharge, such Third Party claim without (c) a written termination of the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation dispute with respect to any settlementsuch claim signed by all of the parties thereto or their attorneys, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgment of the Company specifying in reasonable detail a description Indemnitor that it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (e) such other evidence of the Company, bring such final determination of a disputed claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantNotices of claims under this Agreement by any Indemnified Party shall be given to the Purchaser or the Seller, as the party claiming indemnificationcase may be (the “Indemnifying Party”) within the relevant period specified in Article 8.3, but in any event no later than 60 calendar days after such Indemnified Party’s first becoming aware of such claim. In case of claims for inaccuracy in or breach of representations and warranties, such notice shall give written be made within the relevant survival period pursuant to Article 8.3. Such notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) claim shall specify in reasonable detail the factual basis for such of the claim (to the extent known by the Claimant) and (ii) if known, a non-binding estimate of the amount of Losses which are, or are to be, the claim; provided that, failure subject of the claim (including any Losses which are contingent on the occurrence of any future event). If any Party fails to give such notice required pursuant to this Article 8.4(a) within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent thatrelevant period specified in Article 8.3, such failure materially prejudices the Indemnifier except that the Indemnifier Party shall not be liable for any expenses incurred during entitled to make the period in which the Claimant failed to give relevant claim under this Agreement. Upon receipt of such notice. Thereafter, in the Claimant shall deliver event that the Indemnifying Party does not agree with the contents of such notice of claim, it must notify the Indemnified Party of such disagreement within 14 Business Days of receiving the notice of claim, and the Parties agree to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimresolve such dispute through Article 10.3. (b) Following receipt of notice from the Claimant of If any claim is instituted by a claimthird party against any Indemnified Party, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Indemnifying Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defense of such claim with counsel selected by advising the Indemnifier, and Indemnified Party of its election within 15 days of the Claimant shall cooperate fully with date it receives notice of the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If Even if the Indemnifier Indemnifying Party elects to participate in or assume control of the defense of any Third Party claimsuch negotiation, settlement or defense, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant 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. The Indemnified Party shall cooperate at the Indemnifying Party’s expense with the Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defense and for this purpose shall preserve all relevant documents in relation to the third party claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the third party claim. If, having elected to assume control of the negotiation, settlement or defense of the third party claim, the Indemnifying Party thereafter fails to conduct such negotiation, settlement or defense with reasonable diligence, then the Indemnified Party shall be entitled to assume such control at its own expense cost and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Indemnifying Party claim, it shall be bound by the results obtained by the Claimant Indemnified Party with respect to such third part claim. If , provided, however, that in no event shall the Indemnifier assumes Indemnified Party settle the defense proceeding without the prior written consent of a Third Party claim in accordance with this Section 10.5(c)the Indemnifying Party, the Indemnifier which shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether unreasonably withheld, delayed or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentconditioned. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Claimant9.3.1 In the event that any legal proceedings are instituted, as or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party claiming indemnificationunder this Section 9 above, the indemnified party shall give the indemnifying party written notice to of the Indemnifier institution of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving noticesuch proceeding, or becoming aware, thereof and specifying (i) the factual basis for assertion of such claim (to or demand, promptly after the extent known indemnified party first becomes aware thereof; provided, however, that any failure by the Claimant) and (ii) if known, the amount of the claim; provided that, failure indemnified party to give such notice within 20 days on such prompt basis shall not constitute a defense affect any of its rights to any claim for indemnification unless, and only to the extent that, hereunder unless such failure materially prejudices and adversely affects the Indemnifier except that ability of the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed indemnifying party to give defend such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimproceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier 9.3.2 The indemnifying party shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, option and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from to be represented by counsel of its choice, subject to the counsel employed by approval of the Indemnifierindemnified party, it being understood which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the Indemnifier prior written consent of the indemnified party, which consent shall control not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise existsettlement, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it indemnified party shall be bound by the results obtained by the Claimant released from any liability or other exposure with respect to such claimproceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. If In the Indemnifier assumes event, or to the defense of a Third Party claim in accordance with this Section 10.5(c)extent, the Indemnifier shall indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be liable made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the Claimant for any legal expenses subsequently incurred by the Claimant parties agrees to cooperate fully with each other in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice defense, negotiation or settlement of the any such proceeding, claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentdemand. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. Any party making a claim for indemnification hereunder (the "Indemnitee") shall notify the indemnifying party (the "Indemnifying Party") of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The procedure Indemnifying Party shall respond to each such claim within 30 days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnitee until the later of (a) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the Indemnitee), or (b) 30 days following the receipt of a response within such 30-day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (reduced to the extent known so cured within such 30-day cure period). If such demand is based on a claim by the Claimant) and (ii) if knowna third party, the amount Indemnifying Party shall have the right to assume the entire control of the claim; provided thatdefense, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unlesscompromise or settlement thereof, and only including at its own expense, employment of counsel reasonably satisfactory to the extent thatIndemnitee, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period and, in which the Claimant failed to give such notice. Thereafterconnection therewith, the Claimant Indemnitee shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees cooperate fully to make available to the Indemnifier and/or Indemnifying Party all pertinent information under its authorized representative(s) the information relied upon by the Claimant to substantiate the claimcontrol. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a No claim for indemnification under Section 10.3 against GCI and GCI Member and resulting from the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO breach or falsity or any of the Company specifying representations or warranties set forth herein or in reasonable detail any certificate or other instrument delivered pursuant hereto shall be made after a description of date on which such claim and if the CEO does not subsequently agree to cause the Company to bring such claimrepresentation, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to warranty or agreement shall have expired under the provisions of Section 10 10.1 hereof.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a1) The party who is seeking indemnification (the "Claimant, as the party claiming indemnification, ") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "Indemnitor") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; claim or proceeding, provided that, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c2) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming entitled to indemnification hereunderafter satisfaction of any applicable Basket, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror 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 general release given to the Claimant shall or if any injunctive relief is imposed on the Claimant. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, foregoing the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consentconsent of the Indemnitor, and the Indemnifier which consent shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentbe unreasonably withheld. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply with respect to any claims or proceedings covered by the foregoing agreements to indemnify and hold harmless: (a) The Claimant, as party who is seeking indemnification (the party claiming indemnification, "CLAIMANT") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "INDEMNITOR") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claimclaim 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, PROVIDED THAT the failure to give such notice within 20 days shall not constitute a defense relieve the Indemnitor of its obligations hereunder provided the Claimant uses its best efforts to any claim for indemnification unless, mitigate damages and only except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimIndemnitor actually is damaged or prejudiced thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror 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 shall may employ counsel, of its own choosing, at its sole expense. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, foregoing the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consentconsent of the Indemnitor, and the Indemnifier which consent shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentbe unreasonably withheld. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantIn the event that any Seller Indemnified Party, as on the one hand, or any Purchaser Indemnified Party, on the other hand, shall sustain or incur any Damages in respect of which indemnity may be sought by such party pursuant to this Section X or any other provision of this Agreement (each, an “Indemnification Matter”), the party claiming indemnificationindemnified hereunder (the “Indemnitee”) shall notify 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 an indemnity payment hereunder, an Indemnity Notice shall be given promptly after the discovery by an Indemnitee of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify any Indemnitor of any claim shall not relieve it from any liability except to the extent that the defense of such action is materially prejudiced or materially adversely affected by such delay or failure to notify. (b) In the case of third party claims the Indemnitee shall give the Indemnitor a reasonable 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, provided that the Indemnitor shall not settle any such claim which is solely for money damages without the prior written consent of the Indemnitee which consent shall not be unreasonably withheld or delayed, and 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. The Indemnitor shall, within twenty (20) days of receipt of an Indemnity Notice of such claim (the “Indemnity Notice Period”), give written notice to the Indemnifier Indemnitee of its intention to assume the defense of such claim. If defendants in any claimaction 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 Indemnitee which are different from or in addition to those available to any Indemnitor, whether 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 among Parties or brought 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 Indemnitees counsel shall be borne by a Third Party, the Indemnitor and shall be paid by the Indemnitor from time to time within 20 twenty (20) days of receiving notice, or becoming aware, thereof and specifying (i) receipt of appropriate invoices therefor. If the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall Indemnitor does not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following Indemnitee within the Claimant’s receipt thereof, copies Indemnity Notice Period written notice that the Indemnitor shall assume the defense of all notices any such claim or litigation resulting therefrom pursuant to and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreementprovisions of this Section 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, 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 the 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) With respect to any claim by In the event that an Indemnification Matter does not involve a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunderthird party claim, the Indemnifier Indemnitor shall have within thirty (30) days after the right, date of an Indemnity Notice pay to the Indemnitee the amount of Damages payable pursuant to Section 10.01 hereof and which are at its own expense, to participate in the time sustained or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation Indemnitee and shall include the retention thereafter pay any other Damages payable pursuant to Section 10.01 hereof and (upon the Indemnifier’s request) the provision related to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action same Indemnity Notice on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentdemand. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the "Claimant, as the party claiming indemnification, ") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "Indemnitor") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; claim or proceeding, provided that, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such third party claim at its own expense sole expense, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, i) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (ii) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consent. (d) If ACS Member reasonably believes that consent of the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI in each case of (i) and GCI Member and the Company has (ii) which consent shall not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofbe unreasonably withheld.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the "Claimant, as the party claiming indemnification, ") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "Indemnitor") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; claim or proceeding, provided that, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, i) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (ii) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consent. (d) If ACS Member reasonably believes that consent of the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI in each case of (i) and GCI Member and the Company has (ii) which consent shall not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofbe unreasonably withheld.

Procedure for Indemnification. Any party making a claim for indemnification hereunder (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing, describing the claim, the amount thereof, and the basis therefor, promptly after the Indemnitee learns of the existence of the claim, provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent such failure shall have harmed the Indemnitor. The procedure Indemnitor shall respond to each such claim within thirty (30) days of receipt of such notice, provided that the failure to so respond within such time period shall not constitute an admission of liability for the claim or claims to which the notice related. Unless necessary to minimize or mitigate continuing losses, no action shall be taken pursuant to the provisions of the Agreement or otherwise by the Indemnitee until the later of (x) the expiration of the 30-day response period or (y) 30 days following the receipt of a response within such 30-day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimant, reduced to the extent so cured). No response from the Indemnitor shall preclude the Indemnitee from taking such action under this Agreement or otherwise to obtain such indemnification as the party claiming indemnificationIndemnitee shall be entitled, except to the extent a right to cure is requested and the cure has been performed within the 30-day cure period by or on behalf of the Indemnitor; in case any legal or governmental proceeding is brought against any Indemnitee, the Indemnitor shall give be entitled to participate in (and at the option of the Indemnitor shall assume) the defense thereof, by written notice to the Indemnifier Indemnitee within 30 days after receipt of notice of the claim for Indemnification, with counsel reasonably satisfactory to the Indemnitee, and at the Indemnitor’s own expense; if the Indemnitor shall assume the defense of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (as provided above, it shall not settle the same except on terms reasonably acceptable to the Indemnitee. An Indemnitee shall not settle any Indemnified claim for which, and to the extent, it will seek indemnification from Indemnitors hereunder, without the consent of the Indemnitor, which shall not unreasonably be withheld; Indemnified expenses include the reasonable legal fees and expenses of the Indemnitee except to the extent known by that such fees and expenses are incurred after the Claimant) date and (ii) if known, during the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except time that the Indemnifier shall not be liable for Indemnitor has assumed the defense of any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to provisions of this Section. However, notwithstanding the assumption by an Indemnitor of the defense of any claim by a Third Party at the request of an Indemnitee as to which the Company or either Parent and its Member is claiming indemnification hereunderprovided in this Section, the Indemnifier Indemnitee shall have the right, be permitted to join in such defense and to employ counsel at its own expense, to participate in or assume control except that the Indemnitor shall bear the reasonable fees and disbursements of separate counsel of the defense of such claim with counsel selected by Indemnitee if (a) in the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control reasonable judgment of the defense of any Third Party claimIndemnitee, the Indemnifier shall have engagement of the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ Indemnitor’s counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because would represent a conflict of interest would otherwise existor (b) the Indemnitor shall fail vigorously to prosecute or defend, as the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalfcase may be, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The following procedure for shall apply with respect to any claims or proceedings covered by the indemnification shall be as follows:obligations in this Article 11. (a) The party seeking indemnification under this Article 11 (the "Claimant, as the party claiming indemnification, ") shall give written notice to the Indemnifier of any party from whom indemnification is sought (the "Indemnitor"), specifying the basis on which indemnification is south and such other information known to the Claimant regarding the indemnification claim, whether between or among Parties or brought by a Third Partypromptly, within 20 days of receiving noticebut in no event greater than 10 business days, or becoming aware, thereof and specifying (i) after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claimclaim or proceeding; provided that, that the failure to give such notice within 20 days shall not constitute a defense relieve the Indemnitor of its obligations hereunder if the Claimant uses its best efforts to any claim for indemnification unlessmitigate Claimant's damages, and only except to the extent thatIndemnitor is actually prejudiced. Notwithstanding anything to the contrary contained herein, in the event that a Claimant gives notice to the Indemnitor within such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the 10 business day time period in which the Claimant failed to give such notice. Thereafterset forth above, the Claimant shall deliver have no obligation to the Indemnifier, promptly following the mitigate Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim's damages under this paragraph 11.4(a). (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing reasonably satisfactory to the Claimant to defend against any such claim or proceeding, to participate in or assume control of the 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; provided, that the Indemnitor conducts the defense actively and diligently and in a manner to minimize the risk of the Claimant becoming subject to any liability for any other material matter. Further, the Indemnitor shall not consent to the entry of any judgment or enter into any compromise or settlement with counsel selected respect any third-party claim without the prior written consent of the Claimant unless such judgment, compromise or settlement (a) provides for the payment by the IndemnifierIndemnitor of money as sole relief for the claimant, (b) results in the full and general release of Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual outthird-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention party claim and (upon c) involves no finding or admission of any violation of laws, rules or regulations or the Indemnifier’s request) the provision to the Indemnifier rights of records any person and information has no effect on any other claims that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend made against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claimClaimant. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because in connection therewith. Notwithstanding the foregoing, if in the reasonable opinion of the Claimant, any such claim or the litigation or resolution of any such claim involves an issue or matter that could have a conflict material adverse effect on the on the business, operations, condition (financial or otherwise), assets or earnings of interest would otherwise existthe Claimant, the Claimant shall have the right to select separate counsel to participate in control the defense or settlement of any such action on claim or demand and its behalf, at the expense reasonably costs and expenses shall be included as part of the Indemnifierindemnification obligation of the Indemnitor. If The Claimant shall not settle or compromise any such third party claim without the Indemnifier does prior consent of the Indemnitor, which consent shall not elect be unreasonably withheld. The parties will fully cooperate in any such action, and shall make available to assume control each other any books or otherwise participate in records useful for the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofor proceeding.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a) The Claimant, as party who is seeking indemnification (the party claiming indemnification, "CLAIMANT") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "INDEMNITOR") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claimclaim or proceeding; provided thatPROVIDED, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, i) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (ii) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consent. (d) If ACS Member reasonably believes that consent of the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI in each case of (i) and GCI Member and the Company has (ii) which consent shall not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofbe unreasonably withheld.

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 14 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall give written notice to in any event be given within 10 days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information Indemnitor demonstrates that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect intention to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes assume the defense of a Third Party claimany such claim or litigation resulting therefrom, the Claimant shall not admit Indemnitee may defend against any liability with respect to, such claim or settle, compromise litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or discharge, litigation on such Third Party claim without the Indemnifier’s prior written consentterms as it may deem appropriate, and assert against the Indemnifier Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentbe made within 10 days of a final determination of a claim. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure Any indemnification claim under this Section shall be made promptly and in any event within 15 days of the Director’s knowledge of any Proceeding, upon the written request of the Indemnitee. If a determination by the Company that the Indemnitee is entitled to indemnification pursuant to this Agreement is required, and the Company fails to respond within 30 days to a written request for indemnity, the Company shall be deemed to have approved the request. If the Company denies a written request for indemnification or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 15 days after response (or deemed response) by the Company, the right to indemnification or advances as granted by this Agreement shall be as follows: (a) enforceable by the Indemnitee in any court of competent jurisdiction after a final ruling of any dispute resolution arising from this Agreement. The Claimant, as the party claiming Indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall give written notice also be indemnified by the Company. Neither the failure of the Company to have made a determination prior to the Indemnifier commencement of any claimsuch action that indemnification of the Indemnitee is proper because the applicable standard of conduct has been met nor an actual determination by the Company, whether between shall be a defense to such action or among Parties or brought create a presumption that the Indemnitee has not met the applicable standard of conduct. Determinations required to be made pursuant to this Agreement shall be made by a Third Partyany of the following, within 20 days the final identification of receiving noticewhich shall be at the sole discretion of Indemnitee, or becoming aware, thereof and specifying to be made after request by the Company: (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Board of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf Directors of the Company, bring by a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) independent legal counsel in a written opinion, which counsel shall be acceptable to the Indemnitee and such claim against GCI and GCI Member quorum of the Board of Directors, or (iii) arbitration pursuant to the provisions of Section 10 hereof8.

Procedure for Indemnification. The procedure for party seeking indemnification under this Section ("Indemnitor") shall be as follows: give the party from whom it seeks indemnification (a"Indemnitor") The Claimantprompt notice, as the party claiming indemnificationprovided herein, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount assertion of such claim, provided, however, that the Indemnifier failure to give notice of a claim within a reasonable time shall immediately pay only relieve the Indemnitor of liability to the Claimant the full amount extent it is materially prejudiced thereby. Promptly after receipt of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof)written notice, the Claimant may seek as provided herein, of a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as person or entity not a party to which the Company or either Parent and its Member is claiming indemnification hereunderthis Agreement, the Indemnifier Indemnitor shall assume the defense of such claim; provided, however, that (a) if the Indemnitor fails, within a reasonable time after receipt of notice of such claim, to assume the defense thereof, the Indemnitee shall have the rightright to undertake the defense, at compromise, and settlement of such claim on behalf of and for the account and risk of Indemnitor, subject to the right of the Indemnitor (upon notifying the Indemnitee of its own expense, election to participate in or do so) to assume control of the defense of such claim with counsel selected by at any time prior to the Indemnifiersettlement, compromise, judgment, or other final determination thereof; (b) if in the reasonable judgment of the Indemnitee, based upon the advice of its counsel, a direct or indirect conflict of interest exists between the Indemnitee and Indemnitor, the Claimant Indemnitee shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon notifying the Indemnifier’s requestIndemnitor of its election to do so) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Partyundertake the defense, compromise, and settlement of such claim on behalf of and for the Claimant account and risk of Indemnitor (it being understood and agreed that the Indemnitor shall have not be entitled to assume the right defense of such claim; (c) if the Indemnitee in its sole discretion elects, it shall (upon notifying the Indemnitor of its election to do so) be entitled to employ separate counsel and to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it but the fee and expenses of counsel so employed shall (except as contemplated by clauses (a) and (b) above) be bound borne solely by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. Indemnitee; (d) If ACS Member reasonably believes that the Company, as Claimant, has a Indemnitor shall not settle or compromise any claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice or consent to the CEO entry of the Company specifying in reasonable detail a description of such claim and if the CEO any judgment that does not subsequently agree include as an unconditional term thereof the grant by the claimant or plaintiff to cause each Indemnitee of a release from any and all liability in respect thereof; and (e) the Company to bring such claimIndemnitor shall not settle or compromise any claim in any manner, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant or consent to the provisions entry of Section 10 hereofany judgment, that could reasonably be expected to have a material adverse effect on the Indemnitee.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantIn the event that any Person seeking indemnity under this Article 12 (the "Indemnitee") shall incur or suffer any Claim in respect of which indemnification may be sought hereunder against Hercules, as on the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving noticeone hand, or becoming awareBuyer, thereof and specifying on the other hand (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if knownas applicable, the amount of "Indemnitor"), the claim; provided that, failure to give such notice within 20 days Indemnitee shall not constitute assert a defense to any claim for indemnification unless, by written Notice with reasonable information and only details of the Claim as then known (the "Notice of Claim") to the extent that, Indemnitor stating the nature and basis of such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimClaim. (b) Following Within thirty (30) days after receipt by an Indemnitee of notice from written Notice of the Claimant assertion of a claimClaim or the commencement of any action, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary litigation or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(sproceeding by any Third Person (a "Third Person Claim") the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party matter for which indemnification is or may be owing pursuant to either Section 12.2 or Section 12.3, as to which the Company or either Parent and its Member is claiming indemnification hereunderapplicable, the Indemnifier Indemnitee shall give a Notice of Claim to the Indemnitor and shall thereafter keep the Indemnitor reasonably informed with respect thereto. The failure of the Indemnitee to give the Indemnitor a Notice of Claim within such thirty (30) day period shall not release the Indemnitor of liability under this Article 12 with respect to such Third Person Claim unless the failure to give such Notice of Claim has substantially prejudiced the Indemnitor, in which case, Indemnitor shall be released of such liability to the extent of such prejudice. The Indemnitor shall have the right, at its option and at its own expense, to participate in or assume or, by giving written Notice to the Indemnitee no later than thirty (30) days after delivery of the Notice of Claim, to take exclusive control of the defense and negotiations of the settlement of any such claim Third Person Claim with counsel selected by reasonably satisfactory to the IndemnifierIndemnitee, and whereupon the Claimant Indemnitor shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses assume all Claims incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant Indemnitee with respect to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claimPerson Claim. If the Indemnifier elects to assume control of Indemnitor so assumes control, then the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant Indemnitee shall have the right to participate in the defense and negotiation of any such Third Person Claim with counsel of its own choosing; provided, that after timely Notice from the -------- Indemnitor to the Indemnitee of the Indemnitor's election to take control of the defense and negotiation of any Third Person Claim, the Indemnitor shall not be liable to the Indemnitee for any legal or other expenses incurred by the Indemnitee in connection with such participation (except reasonable expenses in connection with any hand-over of such claim at its own expense and to employ counsel (not reasonably objected to by action or cessation of the IndemnifierIndemnitee's involvement in such matter); provided, at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided further that if the Claimant applicable Third -------- ------- Person Claim is against, or if the defendants in any such action, litigation or proceeding shall have include, both the Indemnitor and the Indemnitee and the Indemnitee reasonably concluded concludes that separate counsel is required because a there are defenses available to it that are different from or additional to those available to the Indemnitor or if the interests of the Indemnitee may be reasonably deemed to conflict with those of interest would otherwise existthe Indemnitor, then the Claimant Indemnitee shall have the right to select one separate counsel and to participate in assume and control the defense thereof with the reasonable fees, expenses and disbursements of such action on its behalf, at counsel to be reimbursed by the Indemnitor as incurred. At the expense of the IndemnifierIndemnitor, the Indemnitee and the Indemnitor shall cooperate with and render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such Third Person Claim or proceeding which assistance shall include making appropriate personnel reasonably available for any investigation, discovery or trial (the reasonable costs of such personnel to be borne by the Indemnitor). If the Indemnifier does not elect Indemnitor fails or refuses to assume control or otherwise participate in undertake the defense of any such Third Party claimPerson Claim within thirty (30) days after delivery of the Notice of Claim, it then the Indemnitee shall have the right to take exclusive control of the defense and negotiation of the settlement of such Third Person Claim at the Indemnitor's expense and Indemnitor shall reimburse Indemnitee for all reasonable fees, expenses and disbursements of one counsel as incurred. In no event shall the party controlling the defense or negotiations in respect of any Third Person Claim settle or compromise such Third Person Claim without the prior written consent of the other party, which consent shall not be bound unreasonably withheld or delayed. (c) If the Notice of Claim does not relate to a Third Person Claim, then the Indemnitor shall have thirty (30) days after receipt of such Notice of Claim to object to the subject matter and the amount of the Claim for indemnification set forth in such Notice of Claim by delivering notice of objection thereof to the results obtained by Indemnitee. The failure of the Claimant Indemnitee to give the Indemnitor a Notice of Claim shall not release the Indemnitor of liability under this Article 12 with respect to such claimClaim unless the Indemnitee has been aware of the nature and extent of such Claim for the relevant period and the failure to give such Notice of Claim has substantially prejudiced the Indemnitor, in which case, Indemnitor shall be released of such liability to the extent of such prejudice. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written Indemnitor sends notice to the CEO Indemnitee objecting to the matters set forth in such Notice of Claim, then the Parties shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Indemnitee and the Indemnitor are unable to settle such dispute within thirty (30) days after the Indemnitee's receipt of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant Indemnitor's notice objecting to the provisions matters set forth in the Notice of Section 10 hereofClaim, then either the Indemnitee or the Indemnitor may initiate a proceeding in a court in the State of Delaware.

Procedure for Indemnification. The procedure for indemnification provisions of this Section 9.14 shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to govern any claim for indemnification unlessof Buyer, and only pursuant to Section 9.12, or of Seller, pursuant to Section 9.13 (each such party an "INDEMNITEE") against the party agreeing to provide indemnification hereunder (the "INDEMNITOR"). The Indemnitee shall promptly give notice hereunder to the extent thatIndemnitor, after obtaining notice of any claim as to which recovery may be sought against the Indemnitor because of the indemnity in Sections 9.12 or 9.13, and, if such failure materially prejudices indemnity shall arise from the Indemnifier except claim of a third party, the Indemnitee shall consent to the Indemnitor assuming the defense of any such claim; provided that the Indemnifier Indemnitee shall not be liable for required to permit the -------- Indemnitor to assume the defense of any expenses incurred during the period third party claim (x) which, if not first paid, discharged or otherwise complied with, would result in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation material interruption or cessation of the claim as conduct of the Indemnifier deems necessary business of the Indemnitee, or desirable. For (y) if the purposes Indemnitee reasonably concludes that there may be a conflict of such investigationinterest between the Indemnitor, on the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant one hand, and the Indemnifier agree at or prior to Indemnitee, on the expiration of said 30 day period (or any mutually agreed upon extension thereof) to other hand, in the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control conduct of the defense of such claim with counsel selected action. Failure by the IndemnifierIndemnitor to notify the Indemnitee of its election to defend any such claim or action within 14 days of the date of notice from the Indemnitee shall be deemed to constitute its consent to the Indemnitee's assumption of such defense. If the Indemnitor assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnitor hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom including the retention of counsel, which counsel must be to the Indemnitee's reasonable satisfaction, and holding the Claimant shall cooperate fully Indemnitee harmless from and against any and all Losses resulting from, arising out of, or incurred with the Indemnifier, subject respect to reimbursement for actual out-of-pocket expenses incurred any settlement approved by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation Indemnitor or testimony any judgment in connection with such Third Party claimclaim or litigation resulting therefrom. If the Indemnifier elects to assume control of the defense of any Third Party claimThe Indemnitor shall not, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and or litigation, (i) consent to employ counsel the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnitee, which consent shall not reasonably objected to by be unreasonably withheld or (ii) enter into any settlement (except with the Indemnifierwritten consent of the Indemnitee, which consent shall not be unreasonably withheld), at its own expenseunless the Indemnitee is released and held harmless from and against any and all Losses resulting from, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control arising out of or incurred with respect to such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierjudgment or settlement. If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound such claim by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)third party or litigation resulting therefrom, the Indemnifier Indemnitee may defend against such claim or litigation in such manner as it deems appropriate, and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate and the Indemnitor shall not be liable to promptly reimburse the Claimant Indemnitee for any legal expenses subsequently the amount of such settlement and for all Losses incurred by the Claimant Indemnitee in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether against or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description settlement of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofor litigation.

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 12 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall give written notice to in any event be given within 10 days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information Indemnitor demonstrates that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect intention to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee, subject to the consent of the Indemnitor which consent will not be unreasonably withheld or delayed, may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall be made within 10 days of a Third Party final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, if no appeal is pending from such judgment or if the Claimant shall time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not admit pending any liability with respect tomotion to set aside such award or if the time within to move to set such award aside has elapsed, or settle, compromise or discharge, such Third Party claim without (c) a written termination of the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation dispute with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO signed by all of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.parties thereto or their attorneys,

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 13 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "INDEMNITEE") shall notify the party providing indemnification (the "INDEMNITOR") promptly. In the case of third party claims, such notice shall give written notice to in any event be given within 10 days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information Indemnitor demonstrates that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect intention to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes assume the defense of a Third Party claimany such claim or litigation resulting therefrom, the Claimant shall not admit Indemnitee may defend against any liability with respect to, such claim or settle, compromise litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or discharge, litigation on such Third Party claim without the Indemnifier’s prior written consentterms as it may deem appropriate, and assert against the Indemnifier Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentbe made within 10 days of a final determination of a claim. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure Any Person making a claim for indemnification under Section 11.1 or 11.2 (an “Indemnitee”) shall be as follows: notify the indemnifying party (a) The Claimantan “Indemnitor”), as if applicable, of the party claiming indemnification, shall give claim in writing promptly after receiving written notice to the Indemnifier of any claim, whether between Proceeding or among Parties or brought other claim against it (if by a Third Partythird party), within 20 days of receiving notice, or becoming aware, thereof and specifying (i) describing the factual basis for such claim (to the extent known by the Claimant) and (ii) if knownclaim, the amount thereof (if known and quantifiable) and the basis thereof. If a third-party action, suit, claim or demand is involved, then, upon receipt of the claim; provided thatnotice of indemnification described in the first sentence of this Section 11.3, failure to give such notice within 20 days any Indemnitor shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right entitled to participate in the defense of such Proceeding or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its own expense option shall be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that the Indemnitee shall be entitled to participate (but not control or make decisions related thereto) in the defense of such claim and to employ counsel of its choice for such purpose at the Indemnitee’s expense and the Indemnitee shall cooperate in good faith in such defense. The Indemnitor may not settle any claim without the Indemnitee’s prior written consent (which consent shall not reasonably objected to be unreasonably withheld, conditioned or delayed) unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifier)Indemnitor, at its own expenseand (iii) there is an unconditional release of the Indemnitee from all liability or obligation with respect to the claims asserted in such Proceeding. If the Indemnitor elects not to undertake the good faith defense or settlement of the claim as aforesaid, separate from then the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant Indemnitee shall have the right to select separate counsel to participate in contest, settle or compromise the defense of such action on claim at its behalfexclusive discretion, at the expense risk and expenses of the Indemnifier. If the Indemnifier does not elect Indemnitor, and to assume control seek indemnification for any and all Losses arising from or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect related to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure (i) Any claim for indemnification under this Section 9.1 (an "Indemnification Claim") shall be as follows: (a) The Claimant, as made by the party claiming indemnification, shall give indemnification (the "Indemnitee") by delivery of a written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof party against whom indemnification is claimed (the "Indemnitor") requesting indemnification and specifying (i) the factual basis for such claim (to the extent known by the Claimant) on which indemnification is sought and (ii) if known, the amount of the claim; provided thatasserted Losses and, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense case of a Third Party claim in accordance with this Section 10.5(cClaim (as defined below), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred containing (by the Claimant in connection with the defense thereof (attachment or otherwise) such other than during the period in which the Claimant information as such Indemnitee shall have failed to give notice of concerning such Third Party Claim. (ii) If the claim as provided above). Whether or not the Indemnifier assumes the defense of Indemnification Claim involves a Third Party claim, Claim the Claimant procedures set forth in Section 9.1(d) shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without be observed by the Indemnifier’s prior written consent, Indemnitee and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentIndemnitor. (diii) If ACS Member reasonably believes that the CompanyIndemnification Claim involves a matter other than a Third Party Claim, as Claimant, has the Indemnitor shall have thirty (30) days to object to such Indemnification Claim by delivery of a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice of such objection to the CEO of the Company such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a description final and binding acceptance of the Indemnification Claim by the Indemnitor, and the Indemnification Claim shall be paid in accordance with subsection (iv) hereof. (iv) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor and the Indemnitee or by final adjudication, the Indemnitor shall pay the amount of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf Indemnification Claim within ten (10) days of the Company, bring date such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofamount is determined.

Procedure for Indemnification. The procedure Whenever a Claim arises for indemnification under this Article 8, the parties shall be comply with the notice and other procedures specified in the applicable Indemnification Escrow Agreement. Notwithstanding the foregoing, in the event of a Claim for IntelliPrep Losses pursuant to Section 8.3 hereof, the parties agree to comply with the notice and other procedures (including those with respect to dispute resolution) specified in the Indemnification Escrow Agreement, as follows: appropriate to reflect the parties seeking and defending against claims made for recovery of asserted losses, subject to the following: (a) The Claimantall notices to Click2learn shall be to its General Counsel, (b) the IntelliPrep Indemnified Parties may act only through the Principal Representative, (c) the delivery of notices or instructions to the Escrow Agent shall not be required for indemnification and no such notices or instructions shall be given and (d) payments in satisfaction of IntelliPrep Losses shall be made directly by Click2learn to the IntelliPrep Indemnified Parties in immediately available funds pursuant to a written schedule to be provided by the Principal Representative to Click2learn at the time of the final resolution of a particular Claim (as to which schedule, Click2learn shall be entitled to rely). Notwithstanding the foregoing, one half of the fees and expenses of the arbitrator and expenses for the defense or handling of claims, as provided in Sections 4(b) and 4(d)(ii), respectively, of the party claiming indemnificationIndemnification Escrow Agreement, shall give written notice to be paid by the Indemnifier of any claimPrincipals and, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known sufficient to cover such obligation, shall be satisfied by a deduction of such amount from the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only payment otherwise made by Click2learn to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimIntelliPrep Indemnified Parties. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Claimant, as the A party claiming indemnification, indemnification under Sections 15.1 and 15.2 (in this Section an "Indemnitee") shall give written notice to the Indemnifier of any claim, whether between party or among Parties parties against which or brought by a Third Party, within 20 days of receiving notice, or against whom indemnification is claimed (in this Section an "Indemnitor") with reasonable promptness upon becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount aware of the claim; provided that, failure to give such notice within 20 days shall not constitute claim or other facts upon which a defense to any claim for indemnification unless, will be based. The notice shall set forth such information and only be accompanied by such documentation with respect thereto as is then reasonably available to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimIndemnitee. (b) Following The Indemnitor shall have the right, exercisable by notice to the Indemnitee, given within 10 days following receipt of the aforesaid notice from the Claimant Indemnitee, to undertake and assume control of the defence of any such claim asserted by a claimthird party (in this Section a "Third Party Claim"), including the right of compromise or settlement thereof, and the Indemnitee shall co-operate in such defence and make available all information and documentation requested by the Indemnitor with respect thereto; provided, however, that: (i) the Indemnitor shall first deliver to the Indemnitee written acceptance of liability for indemnification with respect to any such Third Party Claim and written consent to be joined as a party to any Legal Proceeding relating thereto; (ii) the undertaking and assumption of control of the defence, compromise and/or settlement of any such Third Party Claim shall, by its terms, be without expense, cost or other liability to the Indemnitee; and (iii) the Indemnitor shall at the Indemnitee's request furnish it with reasonable security against any expenses, costs or other liabilities to which it may be or may become exposed by reason of the defence, compromise or settlement of any such Third Party Claim. (c) Upon the assumption of control by the Indemnitor as aforesaid, the Indemnifier Indemnitor shall have 30 days to make such investigation of diligently proceed with the claim as the Indemnifier deems necessary defence, compromise or desirable. For the purposes settlement of such investigationThird Party Claim at the Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee; and in connection therewith, the Claimant agrees Indemnitee shall co-operate fully with, but at the expense of, the Indemnitor, to make available to the Indemnifier and/or its authorized representative(sIndemnitor all pertinent information, documentation and witnesses under the Indemnitee's control and to make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary or desirable to enable the Indemnitor to conduct such defence, provided that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expenses, costs or other liabilities to which it may be or may become exposed by reason of such co-operation. (d) The final determination of any such Third Party Claim, including all related expenses, costs and other liabilities, shall be binding and conclusive upon the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) parties hereto as to the validity and amount or invalidity, as the case may be, of such claim, Third Party Claim against the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration AgreementIndemnitor hereunder. (ce) With respect In the event that the Indemnitor fails to give notice to the Indemnitee as provided in paragraph (b) of this Section 15.3 or in the event that the Indemnitor declines to undertake the defence of any claim by a such Third Party Claim when first notified thereof, the Indemnitee shall keep the Indemnitor advised as to which the Company or either Parent current status and its Member progress thereof, and the Indemnitor shall retain the right to undertake the defence thereof as aforesaid until such Third Party Claim is claiming indemnification hereunderfully resolved. Unless and until the Indemnitor so undertakes the defence thereof, the Indemnifier Indemnitee agrees not to make any offer of compromise or settlement thereof without first having given 10 days' notice to the Indemnitor. In the event that the Indemnitor so undertakes the defence of any such Third Party Claim the Indemnitee shall have the right, at its own expense, nevertheless be entitled to participate in (but not control or assume control of direct) the defense of such claim defence, compromise or settlement thereof with counsel selected by the Indemnifierof its own choice, and the Claimant shall cooperate parties agree to co-operate fully with one another in connection with the Indemnifierdefence, subject compromise or settlement thereof; provided, however, that any decision to reimbursement settle any such Third Party Claim shall be at the Indemnitor's sole discretion. From and after delivery of the items referred to in clauses (i), (ii) and (iii) of paragraph (b) of this Section 15.3, the Indemnitor shall be relieved of the obligation to reimburse the Indemnitee for actual any other legal, accounting or other out-of-pocket costs and expenses thereafter incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision Indemnitee with respect to the Indemnifier defence, compromise or settlement of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of Claim notwithstanding any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to participation by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentIndemnitee therein. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. Any party making a claim for indemnification hereunder shall notify the indemnifying party of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The procedure party from whom indemnification is sought shall respond to each such claim within 30 days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification until the later of (a) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the party seeking indemnification), or (b) 30 days following the termination of the 30-day response period if a response received within such 30-day period by the party seeking indemnification requested an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimantreduced to the extent so cured within such 30-day cure period). If such demand is based on a claim by a third party, as the indemnifying party shall have the right to assume the entire control of the defense, compromise or settlement thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification, indemnification shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees cooperate fully to make available to the Indemnifier and/or defending party all pertinent information under its authorized representative(s) the information relied upon by the Claimant to substantiate the claimcontrol. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a No claim for indemnification under Section 10.3 against GCI and GCI Member and resulting from the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO breach or falsity or any of the Company specifying representations or warranties set forth herein or in reasonable detail any certificate or other instrument delivered pursuant hereto shall be made after a description of date on which such claim and if the CEO does not subsequently agree to cause the Company to bring such claimrepresentation, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to warranty or agreement shall have expired under the provisions of Section 10 Article XI hereof.

Procedure for Indemnification. 9.15.1 The procedure for indemnification provisions of this Section 9.15 shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to govern any claim for indemnification unlessof Buyer, and only pursuant to Section 9.13, or of Seller, pursuant to Section 9.14 (each such party an "Indemnitee") against the party agreeing to provide indemnification hereunder (the "Indemnitor"). 9.15.2 The Indemnitee shall promptly give notice hereunder to the extent thatIndemnitor, after obtaining notice of any claim as to which recovery may be sought against the Indemnitor because of the indemnity in Sections 9.13 or 9.14, and, if such failure materially prejudices indemnity shall arise from the Indemnifier except claim of a third party, the Indemnitee shall consent to the Indemnitor assuming the defense of any such claim; provided that the Indemnifier Indemnitee shall not be liable for required to permit the -------- Indemnitor to assume the defense of any expenses incurred during the period third party claim (x) which, if not first paid, discharged or otherwise complied with, would result in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation material interruption or cessation of the claim as conduct of the Indemnifier deems necessary business of the Indemnitee, or desirable. For (y) if the purposes Indemnitee, reasonably concludes that there may be a conflict of such investigationinterest between the Indemnitor, on the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant one hand, and the Indemnifier agree at or prior to Indemnitee, on the expiration of said 30 day period (or any mutually agreed upon extension thereof) to other hand, in the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control conduct of the defense of such claim with counsel selected action. Failure by the IndemnifierIndemnitor to notify the Indemnitee of its election to defend any such claim or action within 14 days of the date of notice from the Indemnitee shall be deemed to constitute its consent to the Indemnitee's assumption of such defense. If the Indemnitor assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnitor hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom including the retention of counsel, which counsel must be to the Indemnitee's reasonable satisfaction, and holding the Claimant shall cooperate fully indemnitee harmless from and against any and all Damage resulting from, arising out of, or incurred with the Indemnifier, subject respect to reimbursement for actual out-of-pocket expenses incurred any settlement approved by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation Indemnitor or testimony any judgment in connection with such Third Party claimclaim or litigation resulting therefrom. If the Indemnifier elects to assume control of the defense of any Third Party claimThe Indemnitor shall not, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and or litigation, (i) consent to employ counsel the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnitee, which consent shall not reasonably objected to by be unreasonably withheld or (ii) enter into any settlement (except with the Indemnifierwritten consent of the Indemnitee, which consent shall not be unreasonably withheld), at its own expenseunless the Indemnitee is released and held harmless from and against any and all Damages resulting from, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control arising out of or incurred with respect to such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. judgment or settlement. 9.15.3 If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound such claim by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)third party or litigation resulting therefrom, the Indemnifier Indemnitee may defend against such claim or litigation in such manner as it deems appropriate, and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate and the Indemnitor shall not be liable to promptly reimburse the Claimant Indemnitee for any legal expenses subsequently the amount of such settlement and for all Damages incurred by the Claimant Indemnitee in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether against or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description settlement of such claim or litigation. 9.15.4 If Seller has any liability to Buyer for any indemnity for Damages under this Agreement and if there is then outstanding (i) any amount under the CEO does Deferred Payment Note or (ii) any amount that has not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant been paid in cash or added as principal to the provisions Deferred Payment Note under Section 2.2 above, then the amount of such Damages shall be satisfied first by offset against amounts not yet paid in cash or added as principal to the Deferred Payment Note under Section 10 hereof2.2 above and second by offset against amounts outstanding under the Deferred Payment Note.

Procedure for Indemnification. The procedure In connection with any claim for indemnification by LCNB or the Surviving Corporation hereunder, the procedure set forth below shall be as followsfollowed: (a) The Claimant, as LCNB or the party claiming indemnification, Surviving Corporation shall give to the Representative (as such term is defined below) prompt written notice to the Indemnifier of any claim, whether between suit, judgment or among Parties matter for which indemnity may be sought after LCNB or brought by the Surviving Corporation receives written notice thereof. The indemnification period provided for herein shall be tolled for a Third Partyparticular claim for the period beginning on the date the Representative receives written notice of that claim until the final resolution of such claim. If, within 20 days in the good faith opinion of receiving noticeLCNB or the Surviving Corporation, a specific occurrence may reasonably give rise to a claim in the future, LCNB or becoming aware, the Surviving Corporation may give notice thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) Representative and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute be sufficient and the right to make a defense to any claim for indemnification unlessarising thereunder shall, and only to for a period of one year from the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give date of such notice. Thereafter, survive any prior termination of the Claimant shall deliver to indemnification period hereunder until the Indemnifier, promptly following the Claimant’s receipt thereof, copies final resolution of all notices and documents (including court papers) received by the Claimant relating to the such claim. (b) Following receipt of notice from The Representative shall have the Claimant of a right to adjust or settle any claim, suit or judgment coming within the Indemnifier scope of this indemnity obligation and shall have 30 days the right to make such investigation control any litigation related thereto. Either party hereto desiring to participate in the handling of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, suit or judgment being handled by the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier other party shall have the right, at its own expenseexpense and with its counsel, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully join with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention other party and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate fully in the defense of any Third Party claimsuch claim or interest. (c) LCNB, it the Surviving Corporation and the Representative shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes cooperate in the defense of a Third Party any such claim in accordance with this Section 10.5(c), the Indemnifier or litigation and each shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant make available all books and records which are relevant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the such claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentlitigation. (d) If ACS Member reasonably believes that LCNB and ▇▇▇▇▇ hereby mutually appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇ to act as the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO representative of the Company specifying in reasonable detail a description Shareholders for purposes of such claim and if this Article (the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof"Representative").

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantIn the event that any Shareholder Indemnified Party, as on the one hand, or any Purchaser Indemnified Party, on the other hand, shall sustain or incur any Damages in respect of which indemnity may be sought by such party pursuant to this Section IX or any other provision of this Agreement (each, an "Indemnification Matter"), the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party(s) 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 an indemnity payment hereunder, an Indemnity Notice shall be given within 60 days after the discovery by an Indemnitee of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify any Indemnitor of any claim shall not relieve it from any liability except to the extent that the defense of such action is materially prejudiced or materially adversely affected by such delay or failure to notify. (b) In the case of third party claims, the Indemnitee shall give the Indemnitor a reasonable 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, provided that the Indemnitor shall not settle any such claim which is solely for money damages without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, and 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 (which counsel shall not be an employee of the Indemnitor or any affiliate thereof) and reasonably satisfactory to the Indemnitee to contest any such claim or liability in the name of the Indemnitee or otherwise. The Indemnitor shall, within 20 days of receipt of an Indemnity Notice of such claim (the "Indemnity Notice Period"), give written notice to the Indemnifier Indemnitee of its intention to assume the defense of such claim. If defendants in any claimaction 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 Indemnitee which are different from or in addition to those available to any Indemnitor, whether 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 among Parties or brought 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 a Third Party, the Indemnitor and shall be paid by the Indemnitor from time to time within 20 days of receiving notice, or becoming aware, thereof and specifying (i) receipt of appropriate invoices therefor. If the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall Indemnitor does not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following Indemnitee within the Claimant’s receipt thereof, copies Indemnity Notice Period written notice that the Indemnitor shall assume the defense of all notices any such claim or litigation resulting therefrom pursuant to and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreementprovisions of this Section IX, 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, all at the expense of the Indemnitor. 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 the 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 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) With respect to any claim by In the event that an Indemnification Matter does not involve a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunderthird party claim, the Indemnifier Indemnitor shall have within 30 days after the rightdate of an Indemnity Notice pay to the Indemnitee the amount of Damages payable pursuant to Section 9.1 or 9.2 hereof, at its own expense, to participate in or assume control of as the defense of such claim with counsel selected by the Indemnifiercase may be, and which are at the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses time sustained or incurred by the Claimant Indemnitee and shall thereafter pay any other Damages payable pursuant to Section 10.1 or 10.2 hereof, as the result of a request by the Indemnifier. Such cooperation shall include the retention case may be, and (upon the Indemnifier’s request) the provision related to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action same Indemnity Notice on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentdemand. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. 9.14.1 The procedure for indemnification provisions of this Section 9.14 shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to govern any claim for indemnification unlessof Buyer and its Affiliates, pursuant to Section 9.12, or of the Selling Parties and only their Affiliates, pursuant to Section 9.13 (each such party an "Indemnitee") against the party agreeing to provide indemnification hereunder (the "Indemnitor"). 9.14.2 The Indemnitee shall promptly give notice hereunder to the extent thatIndemnitor, but in no event more than the lesser of 30 days or, with respect to third party claims, one-half (1/2) of the response time required with respect to the third party's notice to the Indemnitee, after obtaining notice of any claim as to which recovery may be sought against the Indemnitor because of the indemnity in Sections 9.12 or 9.13, and, if such failure materially prejudices indemnity shall arise from the Indemnifier except claim of a third party, the Indemnitee shall consent to the Indemnitor assuming the defense of any such claim; provided that the Indemnifier Indemnitee shall not be liable for -------- required to permit the Indemnitor to assume the defense of any expenses incurred during the period third party claim (x) which, if not first paid, discharged or otherwise complied with, would result in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation material interruption or cessation of the claim as conduct of the Indemnifier deems necessary business of the Indemnitee, or desirable. For (y) if the purposes Indemnitee reasonably concludes that there may be a conflict of such investigationinterest between the Indemnitor, on the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant one hand, and the Indemnifier agree at or prior to Indemnitee, on the expiration of said 30 day period (or any mutually agreed upon extension thereof) to other hand, in the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control conduct of the defense of such claim with counsel selected action. Failure by the IndemnifierIndemnitor to notify the Indemnitee of its election to defend any such claim or action within 14 days of the date of notice from the Indemnitee shall be deemed to constitute its consent to the Indemnitee's assumption of such defense. If the Indemnitor assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnitor hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom including the retention of counsel, which counsel must be to the Indemnitee's reasonable satisfaction, and holding the Claimant shall cooperate fully Indemnitee harmless from and against any and all damages resulting from, arising out of, or incurred with the Indemnifier, subject respect to reimbursement for actual out-of-pocket expenses incurred any settlement approved by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation Indemnitor or testimony any judgment in connection with such Third Party claimclaim or litigation resulting therefrom. If the Indemnifier elects to assume control of the defense of any Third Party claimThe Indemnitor shall not, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and or litigation, (i) consent to employ counsel the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnitee, which consent shall not reasonably objected to by be unreasonably withheld or (ii) enter into any settlement (except with the Indemnifierwritten consent of the Indemnitee, which consent shall not be unreasonably withheld), at its own expenseunless the Indemnitee is released and held harmless from and against any and all damages resulting from, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control arising out of or incurred with respect to such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. judgment or settlement. 9.14.3 If the Indemnifier does Indemnitor is offered the opportunity to, but shall not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound such claim by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)third party or litigation resulting therefrom, the Indemnifier Indemnitee may defend against such claim or litigation in such manner as it deems appropriate, and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate and the Indemnitor shall not be liable to promptly reimburse the Claimant Indemnitee for any legal expenses subsequently the amount of such settlement and for all damages incurred by the Claimant Indemnitee in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether against or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description settlement of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofor litigation.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the “Claimant, as the party claiming indemnification, ”) shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe “Indemnitor”) promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; provided thatclaim or proceeding provided, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, i) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (ii) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consent. (d) If ACS Member reasonably believes that consent of the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI in each case of (i) and GCI Member and the Company has (ii) which consent shall not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofbe unreasonably withheld.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, that failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration applicable provisions of this Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member a Claimant is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c11.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above)thereof. Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. Any party making a claim for indemnification hereunder (an "Indemnitee") shall notify the indemnifying party (an "Indemnitor") of the claim in writing, describing the claim, the amount thereof, and the basis therefor, promptly after the Indemnitee learns of the existence of the claim, provided that the failure so to notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent such failure shall actually have harmed the Indemnitor. The procedure Indemnitor shall respond to each such claim within thirty (30) days of receipt of such notice, provided that the failure to so respond within such time period shall not constitute an admission of liability for the claim or claims to which the notice related. Unless necessary to minimize or mitigate continuing losses, no action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnitee until the later of (x) the expiration of the 30-day response period or (y) 30 days following the receipt of a response within such 30-day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: reduced to the extent so cured). No response from the Indemnitor shall preclude the Indemnitee from taking such action under this Agreement or otherwise to obtain the indemnification to which the Indemnitee shall be entitled, except to the extent that a right to cure is requested and the cure has been performed within the 30-day cure period by or on behalf of the Indemnitor; in case any legal or governmental proceeding is brought against any Indemnitee, the Indemnitor shall be entitled to participate in (aand at the option of the Indemnitor shall assume) The Claimantthe defense thereof, as the party claiming indemnification, shall give by written notice to the Indemnifier Indemnitee within 30 days after receipt of notice of the claim for indemnification, with counsel reasonably satisfactory to the Indemnitee, and at the Indemnitor's own expense; if the Indemnitor shall assume the defense of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (as provided above, it shall not settle the same except on terms reasonably acceptable to the Indemnitee. An Indemnitee shall not settle any indemnified claim for which, and to the extent, it will seek indemnification from Indemnitor hereunder, without the consent of the Indemnitor, which shall not be unreasonably withheld; indemnified expenses include the reasonable legal fees and expenses of the Indemnitee except to the extent known by that such fees and expenses are incurred after the Claimant) date and (ii) if known, during the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except time that the Indemnifier shall not be liable for Indemnitor has assumed the defense of any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to provisions of this Section. However, notwithstanding the assumption by an Indemnitor of the defense of any claim by a Third Party at the request of an Indemnitee as to which the Company or either Parent and its Member is claiming indemnification hereunderprovided in this Section, the Indemnifier Indemnitee shall have the right, be permitted to join in such defense and to employee counsel at its own expense, to participate in or assume control except that the Indemnitor shall bear the reasonable fees and disbursements of separate counsel of the defense of such claim with counsel selected by Indemnitee if (a) in the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control reasonable judgment of the defense of any Third Party claimIndemnitee, the Indemnifier shall have engagement of the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ Indemnitor's counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because would represent a conflict of interest would otherwise existor (b) the Indemnitor shall fail vigorously to prosecute or defend, as the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalfcase may be, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Claimant, as the A party claiming indemnification, indemnification under Sections 15.1 or 15.2 (in this Article an "Indemnitee") shall give written notice to the Indemnifier of any claim, whether between party or among Parties parties against which or brought by a Third Party, within 20 days of receiving notice, or against whom indemnification is claimed (in this Article an "Indemnitor") with reasonable promptness upon becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount aware of the claim; provided that, failure to give such notice within 20 days shall not constitute claim or other facts upon which a defense to any claim for indemnification unless, will be based (a "Claim"). The notice shall set forth such information and only be accompanied by such documentation with respect thereto as is then reasonably available to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimIndemnitee. (b) Following receipt To the extent that such information and documentation is in the possession of notice from the Claimant of a claimCorporation, the Indemnifier Purchaser shall have 30 days forthwith cause the Corporation to make deliver such investigation information and documentation to the Indemnitor. The Purchaser shall take all necessary action to preserve the rights of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees Corporation to make available object to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or defend any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect Subject to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunderprovisions of Subsection 15.3(d) below, the Indemnifier Indemnitor shall have the right, at its own expenseexercisable by notice to the Indemnitee, given within 20 days following receipt of the aforesaid notice from the Indemnitee, to participate in or undertake and assume control of the defense defence of any such claim with counsel selected asserted by a third party (in this Article a "Third Party Claim"), including the Indemnifierright of compromise or settlement thereof, and the Claimant Indemnitee shall cooperate fully with the Indemnifier, subject to reimbursement for actual outco-of-pocket expenses incurred operate in such defence and make available all information and documentation requested by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and Indemnitor with respect thereto; provided, however, that: (upon the Indemnifier’s requesti) the provision Indemnitor shall first deliver to the Indemnifier Indemnitee written acceptance of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim liability for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlementsuch Third Party Claim and written consent to be joined as a party to any Legal Proceeding relating thereto; and (ii) the undertaking and assumption of control of the defence, compromise and/or settlement of any such Third Party Claim shall, by its terms, be without expense, cost or discharge effected without its prior written consentother liability to the Indemnitee; and provided further that the right of the Vendors to contest any assessment or reassessment for Tax shall only apply after the payment of the amount of any such assessment or reassessment or by providing security for the same. The payment of any such assessment or reassessment by the Vendors on behalf of the Corporation shall be repaid to the Vendors if and when repaid to the Corporation by the relevant taxing authority. (d) If ACS Member reasonably believes the Purchaser is the Indemnitee and the Third Party Claim is that of a major client or supplier of the Corporation with respect to the business conducted by the Corporation, and the Purchaser determines, in its sole discretion, which determination shall be made within 10 Business Days after receiving the particulars of such Third Party Claim, that as a result of the nature of a Third Party Claim it is essential to the strategic operation and direction of the business of the Corporation, the Purchaser or its Affiliates that the CompanyPurchaser assume control of the negotiation and defence of such a Third Party Claim, the Purchaser shall promptly notify the Indemnitor, and the Indemnitor agrees, that in such circumstances: (i) the Indemnitor shall not assume or it shall give up control of the negotiation or defence of the Third Party Claim; and (ii) the Indemnitor shall reimburse the Indemnitee for its out-of- pocket expenses, including the fees and disbursements of its counsel, relating to the negotiation or defence of the Third Party Claim. (e) Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall diligently proceed with the defence, compromise or settlement of such Third Party Claim at the Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee; and in connection therewith, the Indemnitee shall co- operate fully with, but at the expense of, the Indemnitor, to make available to the Indemnitor all pertinent information, documentation and witnesses under the Indemnitee's control and to make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary or desirable to enable the Indemnitor to conduct such defence. (f) Following the lapse of all rights of appeal or the acknowledgement of the Indemnitor that it will not appeal, the final determination of any such Third Party Claim, including all related expenses, costs and other liabilities, shall be binding and conclusive upon the parties hereto as to the validity or invalidity, as Claimantthe case may be, has a claim for indemnification under Section 10.3 of such Third Party Claim against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written Indemnitor hereunder. (g) In the event that the Indemnitor fails to give notice to the CEO Indemnitee as provided in subsection 15.3(a) above, the Indemnitee shall be entitled to take such steps in connection with the compromise, settlement or defence of such Third Party Claim as in its sole discretion may appear advisable and, subject to the right of the Company specifying Indemnitor to deny that the Third Party Claim is a matter in reasonable detail a description respect of which the Indemnitor has agreed to indemnify the Indemnitee pursuant to this Agreement, such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf settlement or any final determination of the Company, bring such claim against GCI and GCI Member pursuant to Third Party Claim shall be binding upon the provisions of Section 10 hereofIndemnitee.

Procedure for Indemnification. The procedure for indemnification shall Promptly upon an indemnified party under Section 6.2 or 6.3 becoming aware of a claim it may have against an indemnifying party under such Section, such indemnified party will if a claim is to be as follows: (a) The Claimantmade against an indemnifying party under such Section, as the party claiming indemnification, shall give written notice to the Indemnifier indemnifying party, but the failure so to notify the indemnifying party will not relieve the indemnifying party of any claimliability that it may have to any indemnified party, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (except to the extent known that the indemnifying party demonstrates that it shall have been materially prejudiced by the Claimant) and (ii) if known, the amount of the claim; provided that, indemnifying party's failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. ThereafterThe parties shall cooperate in resolving questions as to Damages payable under Section 6.2 or 6.3 and determining the amount of any Damages payable. If the parties shall not be able, for a period of 30 days, to concur and agree upon the Claimant shall deliver amount of Damages payable under said Section, as applicable, either party may, upon the expiration of such number of days, submit such difference to a court of competent jurisdiction in the IndemnifierUnited States of America for final determination. The final determination of such court with respect to any difference so submitted, promptly following after all appeals have been taken or the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating time to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier appeal shall have 30 days to make such investigation expired (the "Final Determination"), shall be conclusive and binding upon the parties. Promptly after the exact amount and nature of the claim as the Indemnifier deems necessary any Damages under Section 6.2 or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied 6.3 payable has been determined or agreed upon by the Claimant to substantiate parties or fixed by a Final Determination, the claim. If the Claimant and the Indemnifier agree at or prior indemnifying party shall pay such Damages to the expiration of said 30 day period (or any mutually agreed upon extension thereof) indemnified party. Such Damages shall be deemed to the validity be due and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected payable by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant indemnifying party as the result of a request by date no later than the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give date when notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice therefor was first given to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, indemnifying party on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofindemnified party.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantAny party entitled to make or asserting a claim for indemnification hereunder (an “Indemnified Person”) shall notify (a “Claim Notice”) the Sellers’ Agent or the Buyer (the Buyer or the Sellers, as the party claiming indemnificationcase may be, shall give written notice to each an “Indemnifying Person”) of the Indemnifier claim in writing upon learning of any such claim or the facts constituting such claim, whether between describing the claim in reasonable detail, the amount thereof (if known), and the basis therefor; provided, however, that no failure or among Parties or brought by a Third Party, within 20 days delay on the part of receiving notice, or becoming aware, thereof and specifying (i) an Indemnified Person in notifying an Indemnifying Person will relieve the factual basis for such claim (Indemnifying Person from its indemnification obligations hereunder except to the extent known by that the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure or delay materially prejudices the Indemnifier except that the Indemnifier defense of such claim by such Indemnifying Person. The Indemnifying Person shall not respond to each such claim within thirty (30) days of receipt of such Claim Notice. No action shall be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver taken pursuant to the Indemnifier, promptly following the Claimant’s receipt thereof, copies provisions of all notices and documents (including court papers) received this Agreement or otherwise by the Claimant relating Indemnified Person (unless reasonably necessary to protect the claimrights of the Indemnified Person) until the expiration of the thirty (30) day response period. (b) Following receipt of notice from the Claimant of If a claimclaim for indemnification hereunder is based on a claim by a third party (a “Third Party Claim”), the Indemnifier Indemnifying Person shall have 30 days the right to make such investigation assume the entire control of the claim as the Indemnifier deems necessary or desirable. For the purposes defense thereof, including at its own expense, employment of such investigation, the Claimant agrees to make available counsel reasonably satisfactory to the Indemnifier and/or Indemnified Person; provided, however, that the Indemnified Person may also participate in any proceeding with counsel of its authorized representative(schoice at its expense. In such event, (i) the information relied upon by Indemnifying Person shall provide written notice to the Claimant Indemnified Person of its election to substantiate the claim. If the Claimant and the Indemnifier agree at or assume such defense prior to the expiration of said 30 the thirty (30) day period response period, (ii) the Indemnifying Person shall diligently conduct the defense; and (iii) the Indemnifying Person shall have the right to settle or resolve any such Third Party Claim; provided, however, that any such settlement or resolution shall not be concluded without the prior written approval of the Buyer, in the event the Indemnified Person is a Buyer Indemnified Party, or the Sellers’ Agent, in the event the Indemnified Person is a Seller Indemnified Party, unless such approval is unreasonably withheld, delayed or conditioned. For purposes of the preceding sentence, withholding, delaying or conditioning approval shall not be deemed unreasonable in the following circumstances relating to such settlement or resolution: (A) a finding or admission of any violation by the Indemnified Person of any Legal Requirement or any mutually agreed upon extension thereofrights of any Person; (B) failure to receive a full release of claims that may be made against the validity Indemnified Person; and amount (C) granting of such claim, any relief other than monetary Losses that are paid in full by the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration AgreementIndemnifying Person. (c) With respect In the event the Indemnifying Person does not elect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claimClaim in the manner and within such thirty (30) day response period, and making employees available at or if the Indemnifying Person does not diligently conduct such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claimdefense, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in Indemnified Person may conduct the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control Indemnifying Person or otherwise participate in the defense of any resolve such Third Party claimClaim, it and the Indemnifying Person shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense any settlement or resolution of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without Claim effected by the Indemnifier’s prior written consentIndemnified Person; provided, and however, that such Third Party Claim is agreed by the Indemnifier shall not have any indemnification obligation with respect Sellers’ Agent, or otherwise determined, to any settlement, compromise or discharge effected without its prior written consentbe an indemnifiable Loss pursuant to Section 7.2. (d) If ACS Member reasonably believes Notwithstanding anything contained herein to the contrary, if an Indemnified Person determines in good faith that the Companythere is a reasonable probability that a Third Party Claim may adversely affect it or any other Buyer Indemnified Party or Seller Indemnified Party, as Claimantthe case may be, other than as a result of monetary damages for which it would be entitled to indemnification hereunder, the Indemnified Person may, by notice to the Indemnifying Person, assume the entire control of the defense, settlement and resolution of such Third Party Claim. (e) Each party shall cooperate fully with the party controlling such defense and shall make available to such party all pertinent information under his, her or its control. Without limiting the generality of the foregoing, upon reasonable request and upon reasonable advanced notice by the Sellers’ Agent, the Buyer will, and will cause employees of the Company and the Subsidiaries to, cooperate in a reasonable manner with the Sellers’ Agent in connection with any matter for which a Seller is the Indemnifying Person. Such cooperation shall include (i) assisting in the collection and preparation of discovery materials, (ii) meeting with (and making employees available to meet with) the Sellers’ Agent and/or its counsel to prepare for and/or appear as witnesses at depositions, court proceedings and/or trial, and (iii) providing to the Sellers’ Agent and/or its counsel all information under the control of the Company or any of its Subsidiaries that is deemed necessary by the Sellers’ Agent and/or its counsel for the defense or prosecution of such matter. Notwithstanding anything contained herein to the contrary, each party agrees that it shall use its best efforts, in respect of any Third Party Claim for which it has assumed the defense, to avoid production of Confidential Information and all information or communications subject to any applicable attorney-client or work-product privileges. (f) With respect to a claim for indemnification under Section 10.3 against GCI and GCI Member and hereunder that is not based on a Third Party Claim, if the Company has Indemnifying Person does not brought notify the Indemnified Person within thirty (30) days from delivery of such claim against GCI and GCI MemberClaim Notice that the Indemnifying Person disputes such claim, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description amount or estimated amount of such claim and if as specified by the CEO does not subsequently agree to cause Indemnified Person shall be conclusively deemed a Loss for which the Company to bring Indemnifying Person is responsible. If the Indemnifying Party has timely disputed such claim, ACS Member mayas provided above, on behalf such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction or as the Company, bring parties otherwise at such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereoftime agree.

Procedure for Indemnification. Any party making a claim for indemnification hereunder shall notify the indemnifying party of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The procedure party from whom indemnification is sought shall respond to each such claim within thirty (30) days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification until the later of (a) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the party seeking indemnification), or (b) 30 days following the termination of the 30-day response period if a response received within such 30-day period by the party seeking indemnification requested an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimantreduced to the extent so cured within such 30-day cure period). If such demand is based on a claim by a third party, as the indemnifying party shall have the right to assume the entire control of the defense thereof, including at its own expense, employment of counsel reasonably satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification, indemnification shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees cooperate fully to make available to the Indemnifier and/or defending party all pertinent information under its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimcontrol, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof)PROVIDED that, the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member if there is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for an actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.based on

Procedure for Indemnification. The procedure for indemnification shall be as follows: (ai) The Claimant, as the party claiming indemnificationindemnification (the "Claimant") shall, shall within thirty (30) days (or earlier, if necessary to timely answer a lawsuit) after its discovery of any potential claim for which indemnification is or may be provided and will or may be sought as provided in this Agreement (the "Claim"), give written notice to the Indemnifier party from whom indemnification is sought ("Indemnitor") of any claimits Claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) in reasonable detail the factual basis for such claim (the Claim to the extent known by and, to the Claimant) and (ii) if extent known, the amount of the claim; provided thatClaim. Notwithstanding the preceding sentence, the failure by Claimant to give provide notice of any Claim within the period specified, or any delay in providing such notice within 20 days notice, shall not constitute a defense to any claim for indemnification unlessaffect or impair the obligations of Indemnitor hereunder, except and only to the extent that, that Indemnitor has been adversely affected by such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimor delay. (bii) Following With respect to Claims between the parties, following receipt of notice from the Claimant of a claimClaim, the Indemnifier Indemnitor shall have 30 forty-five (45) days to make such any investigation of the claim as the Indemnifier that Indemnitor deems necessary or desirabledesirable of the Claim. For the purposes of such this investigation, the Claimant agrees to make available to the Indemnifier and/or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claimClaim. If the Claimant and the Indemnifier Indemnitor cannot agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifier shall immediately pay to Claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such forty-five (45) day period (or any mutually agreed upon extension thereof), Claimant shall arbitrate such dispute as contemplated in Section 10.2(i) herein, except to the Claimant may seek a remedy in accordance with extent otherwise permitted by the Arbitration Agreementprovisions of Section 10.2(i). (ciii) With respect to any claim Claim by a Third Party third Person as to which the Company or either Parent and its Member Claimant is claiming entitled to indemnification hereunder, the Indemnifier 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 participate in or accept full responsibility for STARBURST ASSET PURCHASE AGREEMENT -72- such Claim and assume control of the defense of such claim with counsel selected by the IndemnifierClaim, and the Claimant shall cooperate fully with Indemnitor, and have the Indemnifierright to participate with Indemnitor, subject with the right to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the a result of a any such request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim Indemnitor for the purpose of providing additional information, explanation or testimony in connection with such Third Party claimClaimant's cooperation. If the Indemnifier Indemnitor elects to assume control of or otherwise participate in the defense of any Third Party claimthird Person Claim, Indemnitor has the Indemnifier shall have duty to diligently defend the right to assert any counterclaims or defenses available to Claimant against Claim. If Indemnitor assumes such Third Partydefense, and the Claimant shall have the right to participate in the defense of such claim at its own expense thereof and to employ counsel (not reasonably objected to by the Indemnifier)counsel, at its own expense, separate from the counsel employed by the IndemnifierIndemnitor, it being understood that the Indemnifier Indemnitor shall control such defense; provided provided, however, that if Indemnitor shall bear the Claimant shall have reasonably concluded that reasonable fees and expenses of such separate counsel is required because if (i) representation of both parties would, in the reasonable opinion of counsel for Claimant, be inappropriate due to a conflict of interest would otherwise existinterest, or (ii) Indemnitor shall not have employed counsel within a reasonable time after Claimant has given notice of a Claim in compliance with this Section 10.2(d). Indemnitor shall be liable for the 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 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 defend such third Person Claim, Claimant shall have the right to select separate counsel to participate in undertake the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settledefense, compromise or discharge, such Third Party claim without settlement of the Indemnifier’s prior written consent, and Claim for the Indemnifier account of Indemnitor. In no event shall not Indemnitor be liable or otherwise have any indemnification obligation with respect to any settlement, compromise or discharge effected determination of any Claim agreed to by Claimant without its the prior written consentconsent 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 assets of any Claimant or agree to any restriction or condition that would apply 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. (div) If ACS Member reasonably believes that The defending party shall have reasonable access to the Companybooks, records and personnel which are pertinent to the defense and which are in control of the other party. The parties agree to furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and may be reasonably requested by the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying other party in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofconnection with defending any third Person Claim.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (ai) The Person claiming indemnification ("Claimant") shall, within thirty (30) days after its discovery of any claim for which indemnification will be sought as provided in this Agreement (the party claiming indemnification"Claim"), shall give written notice to the Indemnifier Person from whom indemnification is sought ("Indemnitor") of any claimits Claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) in reasonable detail the factual basis for such claim (the Claim and, to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided thatClaim. Notwithstanding the foregoing, the failure by Claimant to give provide notice of any Claim within the period specified, or any delay in providing such notice within 20 days notice, shall not constitute a defense to any claim for indemnification unlessaffect or impair the obligations of Indemnitor hereunder, except and only to the extent that, that Indemnitor has been adversely affected by such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimor delay. (bii) Following With respect to Claims between MEIA I, MELA, ▇▇▇▇ ▇▇ and Professionals, following receipt of notice from the Claimant of a claimClaim, the Indemnifier Indemnitor shall have 30 thirty (30) days to make such any investigation of the claim as the Indemnifier Claim that Indemnitor deems necessary or desirable. For the purposes of such this investigation, the Claimant agrees to shall make available to the Indemnifier and/or Indemnitor and its authorized representative(s) representatives the information relied upon by the Claimant to substantiate the claimClaim. If the Claimant and the Indemnifier Indemnitor cannot agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) as to the validity and amount of such claim, the Indemnifier shall immediately pay to Claim within the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such thirty (30)-day period (or any mutually agreed upon extension thereof), Claimant shall submit the Claimant may seek a remedy claim to arbitration as provided in accordance with the Arbitration AgreementSection 12.2(h). (ciii) With respect to any claim Claim by a Third Party third party as to which the Company or either Parent and its Member Claimant is claiming entitled to indemnification hereunder, the Indemnifier 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, expense to participate in or assume control of the defense of such claim with counsel selected by the IndemnifierClaim, and the Claimant shall cooperate fully with the IndemnifierIndemnitor, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claimIndemnitor. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier Indemnitor does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound third-party Claim within thirty (30) days of its receipt of notice of the Claim (or any extended period mutually agreed upon by the results obtained by parties), Claimant shall (upon further written notice to Indemnitor) have the Claimant with respect right to such claim. If undertake the Indemnifier assumes defense, compromise or settlement of the Claim for the account of Indemnitor subject to the right of Indemnitor, at its expense, to assume the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Claim at any time prior to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settlefinal settlement, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier determination thereof. In no event shall not Indemnitor be liable or otherwise have any indemnification obligation with respect to any settlement, compromise or discharge effected determination of any Claim agreed to by Claimant without its the prior written consentconsent of Indemnitor (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, Indemnitor shall not settle or compromise any Claim without the prior written consent of Claimant (which consent shall not be unreasonably withheld). (div) If ACS Member reasonably believes that MEIA I, MELA, ▇▇▇▇ ▇▇ and Professionals shall cooperate in defending any third-party Claim, and the Companydefending Person(s) shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in control of the other Person(s). MEIA I, MELA, ▇▇▇▇ ▇▇ and Professionals shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as Claimantmay be reasonably requested by the other Person(s) in connection with defending any third-party Claim. (v) Notwithstanding anything contained in this Agreement to the contrary, has if the Agency shall owe Professionals or ▇▇▇▇ ▇▇ any amount during the period ▇▇▇▇ ▇▇ (or Professionals or Mutual, as guarantors) shall owe a portion of the Purchase Price payable to the Agency pursuant to Section 2.2(b) hereof, Professionals, Mutual or ▇▇▇▇ ▇▇ shall be entitled to set-off against its payment obligation the amount then owed by the Agency to Professionals, Mutual or ▇▇▇▇ ▇▇; PROVIDED that no such set-off shall be taken unless Professionals, Mutual or ▇▇▇▇ ▇▇ shall have given to the Agency 30 days' prior written notice of its intent to exercise its right of set-off under this Section 12.2 and the basis thereof. If Professionals or ▇▇▇▇ ▇▇ shall have asserted a claim for indemnification under Section 10.3 against GCI and GCI Member and pursuant to this Article XII, then either Professionals or ▇▇▇▇ ▇▇ will direct that the Company has not brought amount subject to such claim will be held in an interest-bearing escrow pending the resolution of such claim. Any such escrowed amount will be counted against GCI and GCI Memberany payment obligation then owed by Professionals, ACS Member may send written notice Mutual and/or ▇▇▇▇ ▇▇ to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofAgency.

Procedure for Indemnification. The procedure for indemnification In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section IX, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party or parties providing indemnification (the "Indemnitor") promptly; in the case of third party claims, such notice shall give written notice to in any event be given within thirty (30) days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known that the Indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the Claimant) and (ii) if knowncase of third party claims, the amount Indemnitor shall, within ten (10) days of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, notify the Indemnifier shall immediately pay to the Claimant the full amount Indemnitee of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects intention to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party such claim or litigation resulting therefrom, 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. In the event that a dispute arises concerning the obligation of the Indemnitor to assume the defense of a claim, or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in the event that there is any other dispute relating to indemnification, the parties shall submit any such dispute to arbitration pursuant to Section XII(G) hereof; provided, however, that the parties agree to negotiate in good faith for a period of at least sixty (60) days prior to initiating arbitration to resolve any dispute. If it shall be finally determined that the Indemnitor failed to assume the defense of any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the expense of defending the claim shall be borne by the Indemnitor. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment and if the time to appeal therefrom has elapsed, (ii) an award of any arbitration determining the validity of such disputed claim, it shall be bound by there is not pending any motion to set aside such award or if the results obtained by time within which to move to set such award aside has elapsed, (iii) a written termination of the Claimant dispute with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred signed by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice all of the claim as provided above). Whether parties thereto or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, their attorneys and the Indemnifier shall not have any indemnification obligation with respect to any settlementIndemnitors, compromise or discharge effected without its prior (iv) a written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgment of the Company specifying in reasonable detail a description Indemnitor that he or it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (v) such other evidence of the Company, bring such final determination of a claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 13 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "INDEMNITEE") shall notify the party providing indemnification (the "INDEMNITOR") promptly. In the case of third party claims, such notice shall give written notice to in any event be given within 10 days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information Indemnitor demonstrates that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect intention to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes assume the defense of any such claim or litigation resulting therefrom, 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, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall be made within 10 days of a Third Party final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the Claimant shall time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not admit pending any liability with respect tomotion to set aside such award or if the time within to move to set such award aside has elapsed, or settle, compromise or discharge, such Third Party claim without (c) a written termination of the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation dispute with respect to any settlementsuch claim signed by all of the parties thereto or their attorneys, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgment of the Company specifying in reasonable detail a description Indemnitor that it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (e) such other evidence of the Company, bring such final determination of a disputed claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. Any Party making a claim for indemnification hereunder (the "Indemnitee") shall promptly notify the indemnifying Party (the "Indemnifying Party") of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The procedure Indemnifying Party shall respond to each such claim within thirty (30) days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnitee until the later of (a) the expiration of the thirty (30) day response period (unless reasonably necessary to protect the rights of the Indemnitee), or (b) thirty (30) days following the receipt of a response within such thirty (30) day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (reduced to the extent known so cured within such thirty (30) day cure period). If such demand is based on a claim by the Claimant) and (ii) if knowna third party, the amount Indemnifying Party shall have the right to assume the entire control of the claim; provided thatdefense, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unlesscompromise or settlement thereof, and only including at its own expense, employment of counsel reasonably satisfactory to the extent thatIndemnitee, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period and, in which the Claimant failed to give such notice. Thereafterconnection therewith, the Claimant Indemnitee shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees cooperate fully to make available to the Indemnifier and/or Indemnifying Party all pertinent information under its authorized representative(s) control. The Indemnifying Party shall not concede, settle or compromise any such third-party claim without the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount consent of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof)Indemnitee, the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier consent shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above)unreasonably withheld or delayed. Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a No claim for indemnification under Section 10.3 against GCI and GCI Member and resulting from the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO breach or falsity of any of the Company specifying representations or warranties set forth herein or in reasonable detail any certificate or other instrument delivered pursuant hereto shall be made after a description of date on which such claim and if the CEO does not subsequently agree to cause the Company to bring such claimrepresentation, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to warranty or agreement shall have expired under the provisions of Section 10 9.1 hereof.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a1) The party who is seeking indemnification (the "Claimant, as the party claiming indemnification, ") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "Indemnitor") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; claim or proceeding, provided that, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c2) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming entitled to indemnification hereunderafter satisfaction of any applicable Basket, as defined below, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror 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 general release given to the Claimant shall or if any injunctive relief is imposed on the Claimant. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, foregoing the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consentconsent of the Indemnitor, and the Indemnifier which consent shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentbe unreasonably withheld. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. 9.2.1 The procedure for indemnification provisions of this Section 9.2 shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to govern any claim for indemnification unless, and only by SV or by Seller or AEP pursuant to Section 9.1 (each such party an "INDEMNITEE") against the party or parties agreeing to provide indemnification hereunder (the "INDEMNITOR"). 9.2.2 The Indemnitee shall promptly give notice hereunder to the extent thatIndemnitor, after obtaining notice of any claim as to which recovery may be sought against the Indemnitor, and, if such failure materially prejudices indemnity shall arise from the Indemnifier except claim of a third party, the Indemnitee shall consent to the Indemnitor assuming the defense of any such claim; PROVIDED that the Indemnifier Indemnitee shall not be liable for required to permit the Indemnitor to assume the defense of any expenses incurred during the period third party claim (x) which, if not first paid, discharged or otherwise complied with, would result in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation material interruption or cessation of the claim as conduct of the Indemnifier deems necessary business of the Indemnitee, or desirable. For (y) if the purposes Indemnitee, reasonably concludes that there may be a conflict of such investigationinterest between the Indemnitor, on the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant one hand, and the Indemnifier agree at or prior to Indemnitee, on the expiration of said 30 day period (or any mutually agreed upon extension thereof) to other hand, in the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control conduct of the defense of such claim with counsel selected action. Failure by the IndemnifierIndemnitor to notify the Indemnitee of its election to defend any such claim or action within fourteen (14) days of the date of notice from the Indemnitee shall be deemed to constitute its consent to the Indemnitee's assumption of such defense. If the Indemnitor assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnitor hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom including the retention of counsel, which counsel must be to the Indemnitee's reasonable satisfaction, and holding the Claimant shall cooperate fully indemnitee harmless from and against any and all Damage resulting from, arising out of, or incurred with the Indemnifier, subject respect to reimbursement for actual out-of-pocket expenses incurred any settlement approved by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation Indemnitor or testimony any judgment in connection with such Third Party claimclaim or litigation resulting therefrom. If the Indemnifier elects to assume control of the defense of any Third Party claimThe Indemnitor shall not, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and or litigation, (i) consent to employ counsel the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnitee, which consent shall not reasonably objected to by be unreasonably withheld or (ii) enter into any settlement (except with the Indemnifierwritten consent of the Indemnitee, which consent shall not be unreasonably withheld), at its own expenseunless the Indemnitee is released and held harmless from and against any and all Losses resulting from, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control arising out of or incurred with respect to such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. judgment or settlement. 9.2.3 If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound such claim by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)third party or litigation resulting therefrom, the Indemnifier Indemnitee may defend against such claim or litigation in such manner as it deems appropriate, and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate and the Indemnitor shall not be liable to promptly reimburse the Claimant Indemnitee for any legal expenses subsequently the amount of such settlement and for all Losses incurred by the Claimant Indemnitee in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether against or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description settlement of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofor litigation.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a) The Claimant, as party who is seeking indemnification (the party claiming indemnification, "CLAIMANT") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "INDEMNITOR") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; provided thatclaim or proceeding PROVIDED, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, i) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (ii) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consent. (d) If ACS Member reasonably believes that consent of the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI in each case of (i) and GCI Member and the Company has (ii) which consent shall not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofbe unreasonably withheld.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a) The Claimant, as party who is seeking indemnification (the party claiming indemnification, "CLAIMANT") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "INDEMNITOR") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; provided thatclaim or proceeding PROVIDED, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, i) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (ii) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consent. (d) If ACS Member reasonably believes that consent of the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI in each case of (i) and GCI Member and the Company has (ii) which consent shall not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.be unreasonably withheld. 44

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the “Claimant, as the party claiming indemnification, ”) shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe “Indemnitor”) promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; claim or proceeding, provided that, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party third party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing, reasonably acceptable to the Claimant, to participate in defend against any such claim or proceeding, to assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such claim at its own expense third party claim, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, i) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (ii) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consent. (d) If ACS Member reasonably believes that consent of the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI in each case of (i) and GCI Member and the Company has (ii) which consent shall not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofbe unreasonably withheld.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Claimant, as the party claiming To obtain indemnification, Indemnitee shall give written notice submit to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Secretary of the claim; provided thatCompany a written request, failure including therein or therewith such documentation and information as is reasonably available to give such notice within 20 days shall not constitute a defense Indemnitee and is reasonably necessary to any claim for indemnification unless, determine whether and only to what extent Indemnitee is entitled to indemnification. The Secretary of the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the IndemnifierCompany shall, promptly following upon receipt of such a request for indemnification, advise the Claimant’s receipt thereof, copies Board of all notices and documents (including court papers) received by the Claimant relating to the claimDirectors in writing that Indemnitee has requested indemnification. (b) Following The Company’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event within 60 days following receipt of notice from a request for indemnification pursuant to Section 4(a). The right to indemnification as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Claimant Company denies such request, in whole or in part, or fails to respond within such 60 day period. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of a claimcosts, charges and expenses under Section 3 hereof where the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigationrequired undertaking, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon if any, has been received by the Claimant to substantiate Company) that Indemnitee has not met the claim. If the Claimant and the Indemnifier agree at or prior to the expiration standard of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy conduct set forth in accordance with the Arbitration AgreementSection 1 hereof. (c) With respect The termination of any proceeding for which indemnification is sought by the Indemnitee, or of any claim, issue or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent, will not, of itself, adversely affect the right of the Indemnitee to any claim by indemnification or create a Third Party as to presumption that the Indemnitee did not act in good faith and in a manner which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, Indemnitee reasonably believed to participate be in or assume control not opposed to the best interests of the defense of such claim with counsel selected by the IndemnifierCompany or, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlementcriminal proceeding, compromise that the Indemnitee had reasonable cause to believe that his or discharge effected without its prior written consenther conduct was unlawful. (d) If ACS Member reasonably believes that the Company, as Claimant, has The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a claim request for indemnification under pursuant to this Section 10.3 against GCI and GCI Member 4, and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice shall have the burden of proof in overcoming that presumption in reaching a determination contrary to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofthat presumption.

Procedure for Indemnification. 9.14.1 The procedure for indemnification provisions of this Section 9.14 shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to govern any claim for indemnification unlessof Buyer and its Affiliates, pursuant to Section 9.12, or of the Selling Parties and only their Affiliates, pursuant to Section 9.13 (each such party an "Indemnitee") against the party agreeing to provide indemnification hereunder (the "Indemnitor"). 9.14.2 The Indemnitee shall promptly give notice hereunder to the extent thatIndemnitor, but in no event more than the lesser of thirty (30) days or, with respect to third party claims, one-half (1/2) of the response time required with respect to the third party's notice to the Indemnitee, after obtaining notice of any claim as to which recovery may be sought against the Indemnitor because of the indemnity in Sections 9.12 or 9.13, and, if such failure materially prejudices indemnity shall arise from the Indemnifier except claim of a third party, the Indemnitee shall consent to the Indemnitor assuming the defense of any such claim; provided that the Indemnifier Indemnitee -------- shall not be liable for required to permit the Indemnitor to assume the defense of any expenses incurred during the period third party claim (x) which, if not first paid, discharged or otherwise complied with, would result in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation material interruption or cessation of the claim as conduct of the Indemnifier deems necessary business of the Indemnitee, or desirable. For (y) if the purposes Indemnitee reasonably concludes that there may be a conflict of such investigationinterest between the Indemnitor, on the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant one hand, and the Indemnifier agree at or prior to Indemnitee, on the expiration of said 30 day period (or any mutually agreed upon extension thereof) to other hand, in the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control conduct of the defense of such claim with counsel selected action. Failure by the IndemnifierIndemnitor to notify the Indemnitee of its election to defend any such claim or action within 14 days of the date of notice from the Indemnitee shall be deemed to constitute its consent to the Indemnitee's assumption of such defense. If the Indemnitor assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnitor hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom including the retention of counsel, which counsel must be to the Indemnitee's reasonable satisfaction, and holding the Claimant shall cooperate fully Indemnitee harmless from and against any and all damages resulting from, arising out of, or incurred with the Indemnifier, subject respect to reimbursement for actual out-of-pocket expenses incurred any settlement approved by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation Indemnitor or testimony any judgment in connection with such Third Party claimclaim or litigation resulting therefrom. If the Indemnifier elects to assume control of the defense of any Third Party claimThe Indemnitor shall not, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and or litigation, (i) consent to employ counsel the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnitee, which consent shall not reasonably objected to by be unreasonably withheld or (ii) enter into any settlement (except with the Indemnifierwritten consent of the Indemnitee, which consent shall not be unreasonably withheld), at its own expenseunless the Indemnitee is released and held harmless from and against any and all damages resulting from, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control arising out of or incurred with respect to such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. judgment or settlement. 9.14.3 If the Indemnifier Indemnitor is offered the opportunity, but does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound such claim by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)third party or litigation resulting therefrom, the Indemnifier Indemnitee may defend against such claim or litigation in such manner as it deems appropriate, and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate and the Indemnitor shall not be liable to promptly reimburse the Claimant Indemnitee for any legal expenses subsequently the amount of such settlement and for all damages incurred by the Claimant Indemnitee in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether against or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description settlement of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofor litigation.

Procedure for Indemnification. The procedure indemnified party shall notify the indemnifying party of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The party from whom indemnification is sought shall respond to each such claim within 30 days of receipt of such notice. Failure to so respond within such time period shall constitute an admission of liability for the claim or claims to which the notice related. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the party seeking indemnification until the later of (a) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the party seeking indemnification) or (b) 30 days following the termination of the 30-day response period if a response received within such 30-day period by the party seeking indemnification requested an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimantreduced to the extent so cured within such 30-day cure period). If such demand is based on a claim by a third party, as the indemnifying party shall have the right to assume the entire control of the defense, compromise or settlement thereof, including at its own expense, employment of counsel satisfactory to the indemnified party, and, in connection therewith, the party claiming indemnification, indemnification shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees cooperate fully to make available to the Indemnifier and/or defending party all pertinent information under its authorized representative(s) the information relied upon by the Claimant to substantiate the claimcontrol. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a No claim for indemnification under Section 10.3 against GCI and GCI Member and resulting from the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO breach or falsity or any of the Company specifying representations or warranties set forth herein or in reasonable detail any certificate or other instrument delivered pursuant hereto shall be made after a description of date on which the claim period for such claim and if the CEO does not subsequently agree to cause the Company to bring such claimrepresentation, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to warranty or agreement shall have expired under the provisions of Section 10 7.1 hereof.

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 12 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall give written notice to in any event be given within 10 days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information Indemnitor demonstrates that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect intention to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee, subject to the consent of the Indemnitor which consent will not be unreasonably withheld or delayed, may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall be made within 10 days of a Third Party final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, if no appeal is pending from such judgment or if the Claimant shall time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not admit pending any liability with respect tomotion to set aside such award or if the time within to move to set such award aside has elapsed, or settle, compromise or discharge, such Third Party claim without (c) a written termination of the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation dispute with respect to any settlementsuch claim signed by all of the parties thereto or their attorneys, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgment of the Company specifying in reasonable detail a description Indemnitor that it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (e) such other evidence of the Company, bring such final determination of a disputed claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 13 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall give written notice to in any event be given within 10 days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information Indemnitor demonstrates that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on has been materially prejudiced by such delay or failure to notify. In the case of third party claims, the Indemnitor shall, within 10 days of receipt of notice of such claim, notify the Indemnitee of its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect intention to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes assume the defense of a Third Party claimany such claim or litigation resulting therefrom, the Claimant shall not admit Indemnitee may defend against any liability with respect to, such claim or settle, compromise litigation in such manner as it may deem appropriate and the Indemnitee may settle such claim or discharge, litigation on such Third Party claim without the Indemnifier’s prior written consentterms as it may deem appropriate, and assert against the Indemnifier Indemnitor any rights or claims to which the Indemnitee is entitled. Payment of Damages shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentbe made within 10 days of a final determination of a claim. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. Any party making a claim for indemnification -27- 29 hereunder (the "Indemnitee") shall notify the indemnifying party (the "Indemnifying Party") of the claim in writing, describing the claim, the amount thereof, and the basis therefor. The procedure Indemnifying Party shall respond to each such claim within 30 days of receipt of such notice. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnitee until the later of (a) the expiration of the 30-day response period (unless reasonably necessary to protect the rights of the Indemnitee), or (b) 30 days following the receipt of a response within such 30-day period by the Indemnitee requesting an opportunity to cure the matter giving rise to indemnification (and, in such event, the amount of such claim for indemnification shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (reduced to the extent known so cured within such 30-day cure period). If such demand is based on a claim by the Claimant) and (ii) if knowna third party, the amount Indemnifying Party shall have the right to assume the entire control of the claim; provided thatdefense, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unlesscompromise or settlement thereof, and only including at its own expense, employment of counsel reasonably satisfactory to the extent thatIndemnitee, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period and, in which the Claimant failed to give such notice. Thereafterconnection therewith, the Claimant Indemnitee shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees cooperate fully to make available to the Indemnifier and/or Indemnifying Party all pertinent information under its authorized representative(s) the information relied upon by the Claimant to substantiate the claimcontrol. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a No claim for indemnification under Section 10.3 against GCI and GCI Member and resulting from the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO breach or falsity or any of the Company specifying representations or warranties set forth herein or in reasonable detail any certificate or other instrument delivered pursuant hereto shall be made after a description of date on which such claim and if the CEO does not subsequently agree to cause the Company to bring such claimrepresentation, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to warranty or agreement shall have expired under the provisions of Section 10 10.1 hereof.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (ai) The Claimant, as the A party claiming indemnification, indemnification under this Section 9 (an "Indemnitee") shall give written notice to the Indemnifier party against which indemnification is claimed (an "Indemnitor") with reasonable promptness upon becoming aware of any claim, whether between the claim or among Parties or brought other facts upon which a claim for indemnification will be based. The notice shall set forth such information and be accompanied by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (documentation with respect thereto as is then reasonably available to the extent known by the Claimant) and Indemnitee. (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier The Indemnitor shall have the right, at its own expenseexercisable by notice to the Indemnitee, given within twenty (20) days following receipt of the aforesaid notice from the Indemnitee, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, undertake and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any such claim asserted by a third party (a "Third Party claimClaim"), including the right of compromise or settlement thereof, and the Indemnitee shall co-operate in such defense and make available all information and documentation requested by the Indemnitor with respect thereto; provided, however, that: A. the Indemnitor shall first deliver to the Indemnitee written acceptance of liability for indemnification with respect to any such Third Party Claim and written consent to be joined as a party to any Legal Proceeding relating thereto; and B. the undertaking and assumption of control of the defense, compromise and/or settlement of any such Third Party Claim shall, by its terms, be without expense, cost or other liability to the Indemnitee. (iii) Upon the assumption of control by the Indemnitor as aforesaid, the Indemnifier Indemnitor shall have diligently proceed with the defense, compromise or settlement of such Third Party Claim at the Indemnitor's sole expense; and in connection therewith, the Indemnitee shall cooperate fully with, but at the expense of, the Indemnitor, to make available to the Indemnitor all pertinent information, documentation and witnesses under the Indemnitee's control and to make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary or desirable to enable the Indemnitor to conduct such defense. (iv) The final determination of any such Third Party Claim, including all related expenses, costs and other liabilities, shall be binding and conclusive upon the parties hereto as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor hereunder. (v) In the event that the Indemnitor fails to give notice to the Indemnitee as provided in clause (ii) above or in the event that the Indemnitor declines to undertake the defence of any such Third Party Claim when first notified thereof, the Indemnitee shall keep the Indemnitor advised as to the current status and progress thereof, and the Indemnitor shall retain the right to assert any counterclaims or defenses available to Claimant against undertake the defense thereof as aforesaid until such Third Party, Party Claim is fully resolved. Unless and until the Claimant shall have the right to participate in Indemnitor so undertakes the defense thereof, the Indemnitee agrees not to make any offer of such claim at its own expense and compromise or settlement thereof without first having given ten (10) days' notice to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from Indemnitor. In the counsel employed by the Indemnifier, it being understood event that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in Indemnitor so undertakes the defense of any such Third Party claimClaim the Indemnitee shall nevertheless be entitled to participate in (but not control or direct) the defense, it shall be bound by compromise or settlement thereof with counsel of its own choice, and the results obtained by the Claimant parties agree to co-operate fully with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant one another in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settledefense, compromise or dischargesettlement thereof; provided, however, that any decision to settle any such Third Party claim without Claim shall be at the Indemnifier’s prior written consent, Indemnitor's sole discretion. From and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO after delivery of the Company specifying items referred to in reasonable detail a description clauses (A) and (B) of such claim and if clause (ii) above, the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf Indemnitor shall be relieved of the Companyobligation to reimburse the Indemnitee for any other legal, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.accounting or other out-of-pocket

Procedure for Indemnification. 6.2.1 The procedure provisions of this Section 6.2 shall govern any claim for indemnification shall be as follows: by Wonderware or by Seller pursuant to Section 6.1 (aeach such party an "Indemnitee") The Claimant, as against the party claiming indemnification, or parties agreeing to provide indemnification hereunder (the "Indemnitor"). 6.2.2 The Indemnitee shall promptly give written notice hereunder to the Indemnifier Indemnitor, after obtaining notice of any claim as to which recovery may be sought against the Indemnitor, and, if such indemnity shall arise from the claim of a third party, the Indemnitee shall consent to the Indemnitor assuming the defense of any such claim, whether between or among Parties or brought by a Third Party, within 20 days ; provided that the Indemnitee shall not be required to permit the Indemnitor to assume the defense of receiving notice, or becoming aware, thereof and specifying any third party claim (i) which, if not first paid, discharged or otherwise complied with, would result in a material interruption or cessation of the factual basis for such claim conduct of the business of the Indemnitee (to the extent known by the Claimant) and "An Exigent Claim"), or (ii) if knownthe Indemnitee, reasonably concludes that there may be a conflict of interest between the amount of Indemnitor, on the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unlessone hand, and only to the extent thatIndemnitee, such failure materially prejudices on the Indemnifier except that other hand, in the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control conduct of the defense of such claim with counsel selected action ("A Conflict of Interest Claim"). Failure by the IndemnifierIndemnitor to notify the Indemnitee of its election to defend any such claim or action within fourteen (14) days of the date of notice from the Indemnitee shall be deemed to constitute its consent to the Indemnitee's assumption of such defense. If the Indemnitor assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnitor hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom including the retention of counsel, which counsel must be to the Indemnitee's reasonable satisfaction, and holding the Claimant shall cooperate fully Indemnitee harmless from and against any and all Damage resulting from, arising out of, or incurred with the Indemnifier, subject respect to reimbursement for actual out-of-pocket expenses incurred any settlement approved by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation Indemnitor or testimony any judgment in connection with such Third Party claimclaim or litigation resulting therefrom. If the Indemnifier elects to assume control of the defense of any Third Party claimThe Indemnitor shall not, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and or litigation, (a) consent to employ counsel the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnitee, which consent shall not reasonably objected to by be unreasonably withheld, or (b) enter into any settlement (except with the Indemnifierwritten consent of the Indemnitee, which consent shall not be unreasonably withheld), at its own expenseunless the Indemnitee is released and held harmless from and against any and all Losses resulting from, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control arising out of or incurred with respect to such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. judgment or settlement. 6.2.3 If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound such claim by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)third party or litigation resulting therefrom, the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant Indemnitee may defend against such claim or litigation in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim such manner as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consentit deems appropriate, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought Indemnitee may settle such claim against GCI and GCI Member, ACS Member or litigation on such terms as it may send written notice to deem appropriate (except that in the CEO event of the Company specifying in reasonable detail a description A Conflict of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.Interest Claim in

Procedure for Indemnification. The procedure for indemnification In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section VIII, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party or parties providing indemnification (the "Indemnitor") promptly; in the case of third party claims, such notice shall give written notice to in any event be given within thirty (30) days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known that the Indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the Claimant) and (ii) if knowncase of third party claims, the amount Indemnitor shall, within ten (10) days of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, notify the Indemnifier shall immediately pay to the Claimant the full amount Indemnitee of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects intention to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party such claim or litigation resulting therefrom, 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. In the event that a dispute arises concerning the obligation of the Indemnitor to assume the defense of a claim, or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in the event that there is any other dispute relating to indemnification, the parties shall submit any such dispute to arbitration pursuant to Section XI(F) hereof; provided, however, that the parties agree to negotiate in good faith for a period of at least sixty (60) days prior to initiating arbitration to resolve any dispute. If it shall be finally determined that the Indemnitor failed to assume the defense of any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the expense of defending the claim shall be borne by the Indemnitor. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (ii) an award of any arbitration determining the validity of such disputed claim, it shall be bound by there is not pending any motion to set aside such award or if the results obtained by time within which to move to set such award aside has elapsed, (iii) a written termination of the Claimant dispute with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred signed by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice all of the claim as provided above). Whether parties thereto or not the Indemnifier assumes the defense of their attorneys, (iv) a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgement of the Company specifying in reasonable detail a description Indemnitor that he or it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (v) such other evidence of the Company, bring such final determination of a claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. The procedure for A Party (the “Indemnitee”) that intends to claim indemnification under Sections 7.1 (“Client Indemnitee Indemnification”) or 7.2 (“Catalent Indemnification”) shall be as follows: promptly notify the other Party (athe “Indemnitor”) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis Claim for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed Indemnitee intends to give claim such noticeindemnification. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier The Indemnitee shall have the right to assert any counterclaims or defenses available to Claimant against such Third Partyretain its own counsel, and the Claimant shall have the right at its own cost, to participate in the defense of any Claim. The indemnity obligations under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”) shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such claim at settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such Claim, or the commencement of any such action or other proceeding, if materially prejudicial to its own expense ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”) with respect thereto, but the omission so to employ counsel deliver notice to the Indemnitor shall not relieve it of any liability that it may have to the Indemnitee otherwise than under Sections 7.1 (“Client Indemnification”) and 7.2 (“Catalent Indemnification”). The Indemnitor may not settle or otherwise consent to an adverse judgment in any such Claim without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents shall reasonably objected to by cooperate with the Indemnifier), at Indemnitor and its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate legal representatives in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the investigation and defense of any Third Party claim, it shall be bound demand, action or other proceeding covered by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c7.3 (“Procedure for Indemnification”), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for indemnification In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section VIII, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party or parties providing indemnification (the "Indemnitor") promptly; in the case of third party claims, such notice shall give written notice to in any event be given within thirty (30) days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known that the Indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the Claimant) and (ii) if knowncase of third party claims, the amount Indemnitor shall, within ten (10) days of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, notify the Indemnifier shall immediately pay to the Claimant the full amount Indemnitee of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects intention to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party such claim or litigation resulting therefrom, 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. In the event that a dispute arises concerning the obligation of the Indemnitor to assume the defense of a claim, or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in 39 31 the event that there is any other dispute relating to indemnification, the parties shall submit any such dispute to arbitration pursuant to Section XI(F) hereof; provided, however, that the parties agree to negotiate in good faith for a period of at least sixty (60) days prior to initiating arbitration to resolve any dispute. If it shall be finally determined that the Indemnitor failed to assume the defense of any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the expense of defending the claim shall be borne by the Indemnitor. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (ii) an award of any arbitration determining the validity of such disputed claim, it shall be bound by there is not pending any motion to set aside such award or if the results obtained by time within which to move to set such award aside has elapsed, (iii) a written termination of the Claimant dispute with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred signed by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice all of the claim as provided above). Whether parties thereto or not the Indemnifier assumes the defense of their attorneys, (iv) a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgement of the Company specifying in reasonable detail a description Indemnitor that he or it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (v) such other evidence of the Company, bring such final determination of a claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. The procedure for indemnification In the event that any party hereto shall incur (or anticipates that it may incur in the case of third party claims) any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Agreement, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party or parties providing indemnification (the "Indemnitor") promptly; in the case of third party claims, such notice shall give written notice to in any event be given within thirty (30) days of the Indemnifier filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, whether between however, that any delay or among Parties or brought by a Third Party, within 20 days failure to notify any Indemnitor of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such any claim (shall not relieve it from any liability except to the extent known that the Indemnitor demonstrates that the defense of such action is materially prejudiced by such delay or failure to notify. In the Claimant) and (ii) if knowncase of third party claims, the amount Indemnitor shall, within ten (10) days of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, notify the Indemnifier shall immediately pay to the Claimant the full amount Indemnitee of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects intention to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to Indemnitor shall assume control or otherwise participate in the defense of any Third Party claim or litigation, the Indemnitor may settle such claim or litigation on such terms as it may deem appropriate without the consent of the Indemnitee so long as the settlement involves solely the payment of money damages for which the Indemnitor is solely responsible. If the Indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, 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. In the event that a dispute arises concerning the obligation of the Indemnitor to assume the defense of a claim, or a dispute arises concerning a claim hereunder which does not involve a third party claim, or in the event that there is any other dispute relating to indemnification, the parties shall submit any such dispute to arbitration pursuant to Section XIV(G); provided, however, that the parties agree to negotiate in good faith for a period of at least sixty (60) days prior to initiating arbitration to resolve any dispute. If it shall be finally determined that the Indemnitor failed to assume the defense of any claim for which the Indemnitor is liable to the Indemnitee for Damages, then the expense of defending the claim shall be borne by the Indemnitor. Payment of the Damages shall be made within ten (10) days of a final determination of a claim. 48 45 A final determination of a claim shall be (i) a judgment of any court determining the validity of a disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (ii) an award of any arbitration determining the validity of such disputed claim, it shall be bound by there is not pending any motion to set aside such award or if the results obtained by time within which to move to set such award aside has elapsed, (iii) a written termination of the Claimant dispute with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred signed by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice all of the claim as provided above). Whether parties thereto or not the Indemnifier assumes the defense of their attorneys, (iv) a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgement of the Company specifying in reasonable detail a description Indemnitor that he or it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (v) such other evidence of the Company, bring such final determination of a claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. The procedure for indemnification Each Party seeking to be reimbursed, indemnified, defended, and held harmless under Section 12.1 or 12.2 (each, an “Indemnitee”) shall be as follows: (a) The Claimantprovide the Party obligated to indemnify such Indemnitee (the “Indemnitor”) with prompt, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Partysuit, within 20 days of receiving noticedemand, or becoming awareother action for which such Indemnitee seeks to be reimbursed, thereof indemnified, defended, and specifying held harmless (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if knowneach, the amount a “Claim”), which notice shall include a reasonable identification of the claimalleged facts giving rise to such Claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from in the Claimant case of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim Claim asserted by a Third Party as to which (a “Third Party Claim”), grant the Company or either Parent Indemnitor reasonable authority and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of over the defense and settlement of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to any such Third Party claim, Claim; and making employees available at such times (c) reasonably cooperate with the Indemnitor and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony its agents in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claimClaim, at the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant Indemnitor’s expense. Each Indemnitee shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claimClaim for which Indemnitee seeks to be reimbursed, it shall be bound indemnified, defended, or held harmless, by the results obtained by the Claimant with respect to using attorneys of such claimIndemnitee’s choice, at such Indemnitee’s expense. If the Indemnifier assumes the defense Any settlement of a Third Party claim in accordance with Claim for which any Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless under this Section 10.5(c)Article 12 shall be subject to the prior written approval of such Indemnitee, the Indemnifier which approval shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claimunreasonably withheld, the Claimant shall not admit any liability with respect toconditioned, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentdelayed. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for indemnification In the event that any party to this Agreement shall incur any Damages in respect of which indemnity may be as follows: (a) The Claimantsought by such party pursuant to this Section 14 or any other provision of this Agreement, as the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party providing indemnification (the "Indemnitor") promptly. In the case of third party claims, such notice shall give written notice in any event be given within 10 days of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify any Indemnitor of any claim shall not relieve it from any liability except to the Indemnifier extent that the Indemnitor demonstrates that the defense of any claimsuch action has been materially prejudiced by such delay or failure to notify. In the case of third party claims, whether between or among Parties or brought by a Third Partythe Indemnitor shall, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, notify the Indemnifier shall immediately pay Indemnitee of its intention to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier Indemnitor assumes the defense of a Third Party claim in accordance with this Section 10.5(c)the claim, the Indemnifier Indemnitor shall have the right and obligation (a) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee, (b) to take all other required steps or proceedings to settle or defend any such claims, and (c) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. If the Indemnitor shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee, subject to obtaining the consent of the Indemnitor (which consent shall not be liable unreasonably withheld or delayed), may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnitor any rights or claims to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant Indemnitee is entitled. Payment of Damages shall have failed be made within 10 days of a final determination of a claim. A final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, if no appeal is pending from such judgment or if the time to give notice appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation dispute with respect to any settlementsuch claim signed by all of the parties thereto or their attorneys, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO acknowledgment of the Company specifying in reasonable detail a description Indemnitor that it no longer disputes the validity of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf or (e) such other evidence of the Company, bring such final determination of a disputed claim against GCI and GCI Member pursuant as shall be acceptable to the provisions of Section 10 hereofparties.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantIn the event that any legal proceedings are instituted, as or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party claiming indemnificationunder Section 5.1 above, the indemnified party shall give the indemnifying party written notice to of the Indemnifier institution of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving noticesuch proceeding, or becoming aware, thereof and specifying (i) the factual basis for assertion of such claim (to or demand, promptly after the extent known indemnified party first becomes aware thereof; provided, however, that any failure by the Claimant) and (ii) if known, the amount of the claim; provided that, failure indemnified party to give such notice within 20 days on such prompt basis shall not constitute a defense affect any of its rights to any claim for indemnification unless, and only to the extent that, hereunder unless such failure materially prejudices and adversely affects the Indemnifier except that ability of the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed indemnifying party to give defend such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimproceeding. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier The indemnifying party shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, option and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from to be represented by counsel of its choice, subject to the counsel employed by approval of the Indemnifierindemnified party, it being understood which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the Indemnifier prior written consent of the indemnified party, which consent shall control not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise existsettlement, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it indemnified party shall be bound by the results obtained by the Claimant released from any liability or other exposure with respect to such claimproceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. If In the Indemnifier assumes event, or to the defense of a Third Party claim in accordance with this Section 10.5(c)extent, the Indemnifier shall indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be liable made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten Business Days prior to a binding agreement with respect to such settlement being reached. Each of the Claimant for any legal expenses subsequently incurred by the Claimant parties agrees to cooperate fully with each other in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice defense, negotiation or settlement of the any such proceeding, claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentdemand. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.

Procedure for Indemnification. The procedure for indemnification shall Promptly upon an indemnified party under Section 9.08(a) or 9.08(b) becoming aware of a claim it may have against an indemnifying party under such Section, such indemnified party will if a claim is to be as follows: (a) The Claimantmade against an indemnifying party under such Section, as the party claiming indemnification, shall give written notice to the Indemnifier indemnifying party, but the failure so to notify the indemnifying party will not relieve the indemnifying party of any claimliability that it may have to any indemnified party, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (except to the extent known that the indemnifying party demonstrates that it shall have been materially prejudiced by the Claimant) and (ii) if known, the amount of the claim; provided that, indemnifying party's failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. ThereafterThe parties shall cooperate in resolving questions as to Damages payable under Section 9.08(a) or 9.08(b) and determining the amount of any Damages payable. If the parties shall not be able, for a period of 30 days, to concur and agree upon the Claimant shall deliver amount of Damages payable under said Section, as applicable, either party may, upon the expiration of such number of days, submit such difference to a court of competent jurisdiction in the IndemnifierUnited States of America for final determination. The final determination of such court with respect to any difference so submitted, promptly following after all appeals have been taken or the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating time to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier appeal shall have 30 days to make such investigation expired (the "Final Determination"), shall be conclusive and binding upon the parties. Promptly after the exact amount and nature of the claim as the Indemnifier deems necessary any Damages under Section 9.08(a) or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s9.08(b) the information relied payable has been determined or agreed upon by the Claimant to substantiate parties or fixed by a Final Determination, the claim. If the Claimant and the Indemnifier agree at or prior indemnifying party shall pay such Damages to the expiration of said 30 day period (or any mutually agreed upon extension thereof) indemnified party. Such Damages shall be deemed to the validity be due and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected payable by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant indemnifying party as the result of a request by date no later than the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give date when notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice therefor was first given to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, indemnifying party on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofindemnified party.

Procedure for Indemnification. The following procedure for indemnification shall be as followsapply to the foregoing agreements to indemnify and hold harmless: (ai) The Claimant, as party who is seeking indemnification (the party claiming indemnification, "CLAIMANT") shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying party from whom indemnification is sought (ithe "INDEMNITOR") promptly after the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount Claimant learns of the claim; claim or proceeding, provided that, that the failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only relieve the Indemnitor of its obligations hereunder except to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claimit is actually damaged thereby. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (cii) With respect to any claim by a Third Party third-party claims or proceedings as to which the Company or either Parent and its Member Claimant is claiming indemnification hereunderentitled to indemnification, the Indemnifier Indemnitor shall have the right, at right to select and employ counsel of its own expensechoosing to defend against any such claim or proceeding, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifieror proceeding, and to compromise, settle or otherwise dispose of the Claimant shall same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to in any such Third Party claimaction, and making employees shall make available at such times and places as may be reasonably necessary to defend against such Third Party claim each other any books or records useful for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects to assume control of the defense of any Third Party claim, the Indemnifier shall have the right to assert any counterclaims such claim or defenses available to proceeding. The Claimant against such Third Party, and the Claimant shall have the right may elect to participate in the defense of any such third party claim at its own expense sole expense, and to employ counsel (not reasonably objected to by the Indemnifier)may, at its own sole expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that retain separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifierconnection therewith. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable Subject to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof foregoing (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, A) the Claimant shall not admit settle or compromise any liability with respect to, or settle, compromise or discharge, such Third Party third party claim without the Indemnifier’s prior written consent, consent of the Indemnitor and (B) the Indemnifier Indemnitor shall not have settle or compromise any indemnification obligation with respect to any settlement, compromise or discharge effected such third party claim without its the prior written consentconsent of the Claimant, in each case of (A) and (B) which consent shall not be unreasonably withheld. (diii) If ACS Member reasonably believes that the Company, as Claimant, has a No action or claim for indemnification Damages under Section 10.3 against GCI 5.12(a) or (b) arising out of or resulting from a breach of representations and GCI Member and the Company has not warranties contained herein shall be brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.or made after the

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantIn the event that any ----------------------------- Shareholder Indemnified Party, as on the one hand, or any Purchaser Indemnified Party, on the other hand, shall sustain or incur any Damages in respect of which indemnity may be sought by such party pursuant to this Section XI or any other provision of this Agreement (each, an "Indemnification Matter"), the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party(s) 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 an indemnity payment hereunder, an Indemnity Notice shall be given within 30 days after the discovery by an Indemnitee of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any inadvertent 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 materially prejudiced or materially adversely affected by such delay or failure to notify. (b) In the case of third-party claims, the Indemnitee shall give the Indemnitor a reasonable 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, provided that the Indemnitor shall not settle any such claim which is solely for money damages without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, and 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 satisfactory to the Indemnitee to contest any such claim or liability in the name of the Indemnitee or otherwise. The Indemnitor shall, within twenty (20) days of receipt of an Indemnity Notice of such claim (the "Indemnity Notice Period"), give written notice to the Indemnifier Indemnitee of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (its intention to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects 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 assume control such Indemnitee which are different from or in addition to those available to any Indemnitor, or if a conflict of the defense of interest exists between any Third Party claimIndemnitee and any Indemnitor, then in either case, the Indemnifier Indemnitee shall have the right to assert 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 thirty (30) 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 counterclaims such claim or defenses available litigation resulting therefrom pursuant to Claimant and in accordance with the provisions of this Section XI, the Indemnitee may defend against any such Third Party, claim or litigation in such manner as it may reasonably deem appropriate and the Claimant Indemnitee may settle such claim or litigation on such terms as it may reasonably deem appropriate, all at the expense of the Indemnitor. 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 the Indemnitor. In the event that the Indemnitor does timely assume the defense as provided above, the Indemnitee shall have the right to participate fully in the such defense (including, without limitation, with counsel of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifierchoice), at its own expensesole expense (except as otherwise provided herein), separate from and the counsel employed by Indemnitor shall reasonably cooperate with the IndemnifierIndemnitee in connection with such participation, it being understood that and in all cases the Indemnifier Indemnitor shall control such defense; provided that if keep the Claimant Indemnitee fully informed as to all matters concerning each third-party claim and shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, promptly notify the Claimant shall have the right to select separate counsel to participate Indemnitee in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense writing of any Third Party claim, it shall be bound by and all significant developments relating thereto. Within five (5) business days after the results obtained by the Claimant occurrence of a final order or other determination with respect to such claim. If the Indemnifier assumes the defense each third-party claim by any court, panel of a Third Party claim in accordance with this Section 10.5(c)arbitrator(s) or Governmental Authority having jurisdiction thereof, the Indemnifier Indemnitor shall not be liable to pay the Claimant for any legal expenses subsequently Indemnitee the amount of Damages sustained or incurred by the Claimant in connection with Indemnitee which have not theretofore been paid to the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim Indemnitee as provided above). Whether or . (c) In the event that an Indemnification Matter does not the Indemnifier assumes the defense of involve a Third Party third-party claim, the Claimant Indemnitor shall not admit any liability with respect towithin thirty (30) days after the date of an Indemnity Notice pay to the Indemnitee the amount of Damages payable pursuant to Section 11.01 or 11.02 hereof, or settle, compromise or discharge, such Third Party claim without as the Indemnifier’s prior written consentcase may be, and which are at the Indemnifier time sustained or incurred by the Indemnitee and shall not have thereafter pay any indemnification obligation with respect other Damages payable pursuant to any settlement, compromise Section 11.01 or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company11.02 hereof, as Claimantthe case may be, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice related to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, same Indemnity Notice on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofdemand.

Procedure for Indemnification. 9.15.1 The procedure for indemnification provisions of this Section 9.15 shall be as follows: (a) The Claimant, as the party claiming indemnification, shall give written notice to the Indemnifier of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to govern any claim for indemnification unlessof Buyer, and only pursuant to Section 9.12, or of Seller, pursuant to Section 9.13 (each such party an "Indemnitee") against the party agreeing to provide indemnification hereunder (the "Indemnitor"). 9.15.2 The Indemnitee shall promptly give notice hereunder to the extent thatIndemnitor, after obtaining notice of any claim as to which recovery may be sought against the Indemnitor because of the indemnity in Sections 9.12 or 9.13, and, if such failure materially prejudices indemnity shall arise from the Indemnifier except claim of a third party, the Indemnitee shall consent to the Indemnitor assuming the defense of any such claim; provided that the Indemnifier Indemnitee shall not be liable for required to permit the -------- Indemnitor to assume the defense of any expenses incurred during the period third party claim (x) which, if not first paid, discharged or otherwise complied with, would result in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation material interruption or cessation of the claim as conduct of the Indemnifier deems necessary business of the Indemnitee, or desirable. For (y) if the purposes Indemnitee, reasonably concludes that there may be a conflict of such investigationinterest between the Indemnitor, on the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant one hand, and the Indemnifier agree at or prior to Indemnitee, on the expiration of said 30 day period (or any mutually agreed upon extension thereof) to other hand, in the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control conduct of the defense of such claim with counsel selected action. Failure by the IndemnifierIndemnitor to notify the Indemnitee of its election to defend any such claim or action within 14 days of the date of notice from the Indemnitee shall be deemed to constitute its consent to the Indemnitee's assumption of such defense. If the Indemnitor assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnitor hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom including the retention of counsel, which counsel must be to the Indemnitee's reasonable satisfaction, and holding the Claimant shall cooperate fully indemnitee harmless from and against any and all Damage resulting from, arising out of, or incurred with the Indemnifier, subject respect to reimbursement for actual out-of-pocket expenses incurred any settlement approved by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation Indemnitor or testimony any judgment in connection with such Third Party claimclaim or litigation resulting therefrom. If the Indemnifier elects to assume control of the defense of any Third Party claimThe Indemnitor shall not, the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in the defense of such claim at its own expense and or litigation, (i) consent to employ counsel the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnitee, which consent shall not reasonably objected to by be unreasonably withheld or (ii) enter into any settlement (except with the Indemnifierwritten consent of the Indemnitee, which consent shall not be unreasonably withheld), at its own expenseunless the Indemnitee is released and held harmless from and against any and all Damages resulting from, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control arising out of or incurred with respect to such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. judgment or settlement. 9.15.3 If the Indemnifier does Indemnitor shall not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound such claim by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c)third party or litigation resulting therefrom, the Indemnifier Indemnitee may defend against such claim or litigation in such manner as it deems appropriate, and the Indemnitee may settle such claim or litigation on such terms as it may deem appropriate and the Indemnitor shall not be liable to promptly reimburse the Claimant Indemnitee for any legal expenses subsequently the amount of such settlement and for all Damages incurred by the Claimant Indemnitee in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether against or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description settlement of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereofor litigation.

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The ClaimantIn the event that any Shareholder Indemnified Party, as on the one hand, or any Purchaser Indemnified Party, on the other hand, shall sustain or incur any Damages in respect of which indemnity may be sought by such party pursuant to this Section X or any other provision of this Agreement (each, an "Indemnification Matter"), the party claiming indemnificationindemnified hereunder (the "Indemnitee") shall notify the party(s) 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 an indemnity payment hereunder, an Indemnity Notice shall be given within 60 days after the discovery by an Indemnitee of the filing or assertion of any claim against the Indemnitee stating the nature and basis of such claim; provided, however, that any delay or failure to notify any Indemnitor of any claim shall not relieve it from any liability except to the extent that the defense of such action is materially prejudiced or materially adversely affected by such delay or failure to notify. (b) In the case of third party claims, the Indemnitee shall give the Indemnitor a reasonable 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, provided that the Indemnitor shall not settle any such claim which is solely for money damages without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, and 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 (which counsel shall not be an employee of the Indemnitor or any affiliate thereof) and reasonably satisfactory to the Indemnitee to contest any such claim or liability in the name of the Indemnitee or otherwise. In the case of third party claims, the Indemnitor shall, within 20 days of receipt of an Indemnity Notice of such claim (the "Indemnity Notice Period"), give written notice to the Indemnifier Indemnitee of any claim, whether between or among Parties or brought by a Third Party, within 20 days of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (its intention to the extent known by the Claimant) and (ii) if known, the amount of the claim; provided that, failure to give such notice within 20 days shall not constitute a defense to any claim for indemnification unless, and only to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies of all notices and documents (including court papers) received by the Claimant relating to the claim. (b) Following receipt of notice from the Claimant of a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunder, the Indemnifier shall have the right, at its own expense, to participate in or assume control of the defense of such claim with counsel selected by the Indemnifier, and the Claimant shall cooperate fully with the Indemnifier, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifier. Such cooperation shall include the retention and (upon the Indemnifier’s request) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If the Indemnifier elects 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 assume control such Indemnitee which are different from or in addition to those available to any Indemnitor, or if a conflict of the defense of interest exists between any Third Party claimIndemnitee and any Indemnitor, then in either case, the Indemnifier Indemnitee shall have the right to assert any counterclaims employ its own counsel in such action, and, in such event (or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate 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 such claim at its own expense and to employ the Indemnitee's counsel (not reasonably objected to shall be borne by the Indemnifier), at its own expense, separate from the counsel employed Indemnitor and shall be paid by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict Indemnitor from time to time within 20 days of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense receipt of such action on its behalf, at the expense of the Indemnifierappropriate invoices therefor. If the Indemnifier Indemnitor does not elect deliver to the Indemnitee within the Indemnity Notice Period written notice that the Indemnitor shall 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 such claim or litigation resulting therefrom pursuant to such claim. If the Indemnifier assumes the defense of a Third Party claim and in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consent. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of this Section 10 hereof.X, the Indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnitee

Procedure for Indemnification. The procedure for indemnification shall be as follows: (a) The Claimant, as Any party hereto entitled to make a claim for indemnification hereunder shall promptly notify the indemnifying party claiming indemnification, shall give written notice to of the Indemnifier claim in writing upon learning of any such claim or the facts constituting such claim, whether between or among Parties or brought by a Third Partydescribing the claim in reasonable detail, within 20 days the amount thereof (if known), and the basis therefor. The indemnifying party shall be relieved of receiving notice, or becoming aware, thereof and specifying (i) the factual basis for such claim (its indemnification obligations hereunder to the extent known that it is actually prejudiced by the Claimant) and (ii) if known, the amount of the claim; provided that, indemnified party’s failure to give such prompt notice. The party from whom indemnification is sought shall respond to each such claim within 30 days of receipt of such notice within 20 days (the “Response Period”). No action shall not constitute a defense to any claim for indemnification unless, and only be taken pursuant to the extent that, such failure materially prejudices the Indemnifier except that the Indemnifier shall not be liable for any expenses incurred during the period in which the Claimant failed to give such notice. Thereafter, the Claimant shall deliver to the Indemnifier, promptly following the Claimant’s receipt thereof, copies provisions of all notices and documents (including court papers) received this Agreement or otherwise by the Claimant relating party seeking indemnification (unless reasonably necessary to protect the claimrights of the party seeking indemnification) until the expiration of the Response Period. (b) Following receipt of notice from the Claimant of If a claim, the Indemnifier shall have 30 days to make such investigation of the claim as the Indemnifier deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifier and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifier agree at or prior to the expiration of said 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifier shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifier do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek for indemnification hereunder is based on a remedy in accordance with the Arbitration Agreement. (c) With respect to any claim by a Third Party as to which the Company or either Parent and its Member is claiming indemnification hereunderthird party, the Indemnifier indemnifying party shall have the rightright to assume the entire control of the defense thereof including, at its own expense, employment of counsel reasonably satisfactory to the indemnified party; provided, that the indemnified party may participate in any proceeding with counsel of its choice at its expense. In such event, the indemnifying party shall have the right to settle or assume control resolve any such claim by a third party; provided, that any such settlement or resolution contemplated by the Representative, acting on behalf of the defense of such claim with counsel selected Sellers (as the indemnifying party), that involves any action by the IndemnifierParent or the Buyer other than the payment of money (which is to be paid in full, on behalf of the Sellers, from the Escrow Fund and/or the Representative Fund (subject to the applicable conditions and limits contained in this ARTICLE VI)) shall not be concluded without the Claimant prior written approval of the Parent or the Buyer, as applicable, which approval shall not be unreasonably withheld, delayed or conditioned; and, provided further, that any such settlement or resolution contemplated by the Parent or the Buyer, as the indemnifying party, that involves any action other than the payment of money (which is to be paid in full by the Parent or the Buyer) shall not be concluded without the prior written approval of the Representative, which approval shall not be unreasonably withheld, delayed or conditioned. (c) The party claiming indemnification shall cooperate fully with the Indemnifierindemnifying party and make available to the indemnifying party all pertinent information under its control. Without limiting the generality of the foregoing, subject to reimbursement the Parent and the Buyer will, and will cause employees of the Surviving Corporation and the Subsidiaries to, cooperate fully with the Representative in connection with any matter for actual out-of-pocket expenses incurred by which the Claimant Representative is acting on behalf of the Sellers (as the result of a request by the Indemnifierindemnifying party). Such cooperation shall include (i) assisting in the retention collection and preparation of discovery materials, (upon the Indemnifier’s requestii) the provision to the Indemnifier of records and information that are reasonably relevant to such Third Party claim, meeting with (and making employees available to meet with) the Representative and/or its counsel to prepare for and/or appear as witnesses at such times depositions, court proceedings and/or trial and places as may be reasonably necessary (iii) providing to defend against such Third Party claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party claim. If Representative and/or its counsel all information under the Indemnifier elects to assume control of the defense of any Third Party claim, Surviving Corporation or a Subsidiary that is deemed necessary by the Indemnifier shall have the right to assert any counterclaims or defenses available to Claimant against such Third Party, and the Claimant shall have the right to participate in Representative and/or its counsel for the defense or prosecution of such claim at its own expense and to employ counsel (not reasonably objected to by the Indemnifier), at its own expense, separate from the counsel employed by the Indemnifier, it being understood that the Indemnifier shall control such defense; provided that if the Claimant shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Claimant shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifier. If the Indemnifier does not elect to assume control or otherwise participate in the defense of any Third Party claim, it shall be bound by the results obtained by the Claimant with respect to such claim. If the Indemnifier assumes the defense of a Third Party claim in accordance with this Section 10.5(c), the Indemnifier shall not be liable to the Claimant for any legal expenses subsequently incurred by the Claimant in connection with the defense thereof (other than during the period in which the Claimant shall have failed to give notice of the claim as provided above). Whether or not the Indemnifier assumes the defense of a Third Party claim, the Claimant shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party claim without the Indemnifier’s prior written consent, and the Indemnifier shall not have any indemnification obligation with respect to any settlement, compromise or discharge effected without its prior written consentmatter. (d) If ACS Member reasonably believes that the Company, as Claimant, has a claim for indemnification under Section 10.3 against GCI and GCI Member and the Company has not brought such claim against GCI and GCI Member, ACS Member may send written notice to the CEO of the Company specifying in reasonable detail a description of such claim and if the CEO does not subsequently agree to cause the Company to bring such claim, ACS Member may, on behalf of the Company, bring such claim against GCI and GCI Member pursuant to the provisions of Section 10 hereof.