Common use of Procedures for Indemnification of Third Party Claims Clause in Contracts

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of Person in the HHH Cellectis Group or the Seaport Entertainment Company Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 4.03 or 5.3Section 4.04, or any other Section of this Agreement or(collectively, subject to Section 5.13, any Specified Ancillary Agreementa “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within fourteen (1445 days) days of receipt after becoming aware of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a4.06(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle 4, except to the extent extent, and only to which the extent, that such Indemnifying Party was is materially prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect (but shall not be required) to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counselcounsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third Party Claim; provided, provided that the Indemnifying Party will shall not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect entitled to defend such Third-Party Claim and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in the event that defense of such Third-Party Claim would void connection with any criminal action, indictment or otherwise adversely impact the Indemnitee’s insurance policyallegation. Within thirty (30) 45 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a4.06(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. Indemnitee; provided, however, in the event that (ci) If an the Indemnifying Party has elected to assume the defense of a Third-the Third Party ClaimClaim but has specified, then and continues to assert, any reservations or exceptions in such Indemnifying notice or (ii) the Third Party shall be solely liable for all Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses incurred by it in connection with the defense of such Third-Party Claim and one separate counsel for all Indemnitees shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (c) If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 4.06(b), such Indemnitee shall have may defend such Third Party Claim at the right to control the defense cost and expense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable Party. Any legal fees and expenses actually incurred by the Indemnitee in connection with defending such claim shall be paid by the defense of such Third-Party ClaimIndemnifying Party. (d) Notwithstanding an election by an Unless the Indemnifying Party has failed to defend a Third-assume the defense of the Third Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)accordance with the terms of this Agreement, an no Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-may settle or compromise any Third Party Claim if (i) in its exercise of reasonable business judgment, without the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control consent of the Indemnifying Party. In addition If an Indemnifying Party has failed to assume the foregoing and defense of the last sentence Third Party Claim within the time period specified in clause (b) above, it shall not be a defense to any obligation to pay any amount in respect of Section 5.5(b), if any Indemnitee determines in good faith such Third Party Claim that such Indemnitee and the Indemnifying Party have actual was not consulted in the defense thereof, that such Indemnifying Party’s views or potential differing defenses opinions as to the conduct of such defense were not accepted or conflicts of interest between them adopted, that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but such Indemnifying Party does not control) the defense, compromise, or settlement approve of the applicable Third-quality or manner of the defense thereof or that such Third Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses Claim was incurred by reason of one such counsel and local counsel (as appropriate) for all Indemniteesa settlement rather than by a judgment or other determination of liability. (e) An Indemnitee that does not conduct and control In the defense case of any Third-a Third Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the no Indemnifying Party shall bear consent to entry of any judgment or enter into any settlement of the reasonable fees and expenses Third Party Claim without the consent of one the Indemnitee if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in connection with such counsel and local counsel (as appropriate) for all Indemniteesdefense. (f) Neither Notwithstanding the foregoing, the Indemnifying Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder shall not, without the prior written consent of the other PartyIndemnitee, which consent may not be unreasonably withheld, unless such settlement settle or compromise is solely for monetary damages, any Third Party Claim or consent to the entry of any judgment which does not involve any finding or determination of Liability, wrongdoing or violation of Law include as an unconditional term thereof the delivery by the other Party and provides for claimant or plaintiff to the Indemnitee of a full, unconditional and irrevocable written release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-respect of such Third Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH Sunoco Group or the Seaport Entertainment SunCoke Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, or any Specified other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) 20 days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such any Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an in the next sentence. In the event that the Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim but has specified, and shall not be entitled continues to seek assert, any indemnification reservations or reimbursement from the Indemnitee for exceptions in such notice, then, in any such case, the reasonable fees or and expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision one separate counsel for all Indemnitees shall be borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (c) If an Indemnifying Party elects not to assume responsibility for defending any a Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 5.5(d), such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to may defend such Third-Party Claim (other than as contemplated by at the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control cost and expense of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and . (d) Unless the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right has failed to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control assume the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to accordance with the controlling Partyterms of this Agreement, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any no Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnifying Party. (e) In the case of a Third-Party Claim, which no Indemnifying Party shall consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns to entry of any judgment or enter into any settlement of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that Claim without the consent of the Indemnitee if a Party presents the effect thereof is to permit any injunction, declaratory judgment, other Party with a written notice containing a proposal to settle order or compromise a Thirdother non-Party Claim for which either Party is seeking monetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (gf) The above provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall do not apply to Taxes (Taxes being governed by the Tax Matters Sharing Agreement). In the case of any conflict between this Agreement and the Tax Sharing Agreement in relation to any matters addressed by the Tax Sharing Agreement, the Tax Sharing Agreement shall prevail. (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee Indemnified Party shall receive written notice from, or otherwise learn of the assertion by, a by any Person (including any Governmental Authority) who is not a member of the HHH EWS Group or the Seaport Entertainment SNI Group (a “Third Party”) of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 5.2 10.01 or 5.3Section 10.02, or any other Section of this Agreement oror any Ancillary Agreement (collectively, subject to Section 5.13, any Specified Ancillary Agreementa “Third-Party Claim”), such Indemnitee Indemnified Party shall give such Indemnifying Party written notice thereof within fourteen (14) 30 days of receipt after such Indemnified Party received notice of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies detail, including, if known, the amount of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party ClaimLiability for which indemnification may be available. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party or other Person to provide give notice as provided in accordance with this Section 5.5(a10.03(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect (but is not required) to defend (assume the defense of and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such any Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) 30 days after the receipt of notice from an Indemnitee Indemnified Party in accordance with Section 5.5(a10.03(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee Indemnified Party of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an If, in such notice, the Indemnifying Party to an Indemnitee of its election elects to assume the defense of a Third-Party Claim, such Indemnitee the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnitee except as otherwise expressly set forth hereinIndemnified Party. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any a Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee Indemnified Party of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 10.03(b), such Indemnitee shall have the right to control the defense of Indemnified Party may defend such Third-Party ClaimClaim at the cost and expense of the Indemnifying Party; provided, that in which case the event of any such failure to notify, the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over may thereafter assume the defense of such Third-Party Claim if upon notice to the Indemnified Party (i) but the cost and expense of such Indemnified Party in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) incurred from the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control last day of the Indemnifying Party. In addition to the foregoing and the last sentence of notice period under Section 5.5(b), if any Indemnitee determines in good faith that 10.03(b) until such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel date as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control assume the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required shall be paid by the controlling Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and . (d) Unless the Indemnifying Party have actual or potential differing defenses or conflicts has failed to assume the defense of interest between them that make joint representation inappropriatethe Third-Party Claim in accordance with the terms of this Agreement, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither no Indemnified Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnifying Party, which consent may not be unreasonably withheld, unless such settlement . (e) The Indemnifying Party shall have the right to compromise or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for the defense of which either Party is seeking it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be indemnified hereunder and made of a Third-Party Claim in accordance with this Article X shall be binding on the Party receiving such proposal does not respond Indemnified Party, in any the same manner to as if a final judgment or decree had been entered by a court of competent jurisdiction in the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt amount of such proposalsettlement or compromise. Notwithstanding the foregoing sentence, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable not have the right to the Indemnitee to keep the Indemnitee reasonably informed admit culpability on behalf of the progress Indemnified Party and shall not compromise or settle a Third-Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third-Party Claim and does not require the Indemnified Party to notify make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy, in each case without the Indemnitee when any such Third-express prior consent of the Indemnified Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal (not to be unreasonably withheld or otherwisedelayed).

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH BOLC Group or the Seaport Entertainment NUVOLA Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 4.1 or 5.34.2, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within fourteen twenty (1420) days of receipt after becoming aware of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies detail. If any Person shall receive notice or otherwise learn of all notices and documents (including court papers) received by the Indemnitee relating assertion of a Third Party Claim which may reasonably be determined to the Third-be a Shared Contingent Liability, such Person shall give each other party to this Agreement written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a4.4(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle 4, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim; provided, provided that if the defendants in any such claim include both the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (and one or more Indemnitees and in such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnitees' reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party may not elect to defend such Third-Party Claim exists in the event that defense respect of such Third-Party Claim would void or otherwise adversely impact claim, such Indemnitees shall have the Indemnitee’s insurance policyright to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. Within thirty (30) 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a4.4(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an in the next sentence. In the event that the Indemnifying Party has elected to assume the defense of a Third-the Third Party ClaimClaim but has specified, then and continues to assert, any reservations or exceptions in such Indemnifying Party shall be solely liable for all notice, then, in any such case, the reasonable fees and expenses incurred by it in connection with the defense of such Third-Party Claim and one separate counsel for all Indemnitees shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (c) If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 4.4(b), such Indemnitee shall have may defend such Third Party Claim at the right to control the defense cost and expense (not including allocated costs of such Thirdin-Party Claim, in which case house counsel and other in-house personnel) of the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party ClaimParty. (d) Notwithstanding an election by an Unless the Indemnifying Party has failed to defend a Third-assume the defense of the Third Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)accordance with the terms of this Agreement, an no Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-may settle or compromise any Third Party Claim if (i) in its exercise of reasonable business judgment, without the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control consent of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the No Indemnifying Party shall bear consent to entry of any judgment or enter into any settlement of the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Third Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other Party, which consent may not be unreasonably withheld, unless such settlement similar order or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking similar nonmonetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly, against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) as soon as reasonably practicable, but no later than 30 calendar days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a6.05(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject The Indemnifying Party shall have the right, exercisable by written notice to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) Indemnitee within 30 calendar days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a6.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the Indemnifying Party shall notify the Indemnitee defense of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to an the Indemnitee; provided, however, that (i) the defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, affect the Indemnitee or any of its election controlled Affiliates in a materially adverse manner and (ii) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in this proviso, the “Litigation Condition”). (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in Claim (but or is not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected permitted to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it Claim as a result of the Litigation Condition not being met with respect thereto) in connection accordance with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b)this Agreement, or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 6.05(b), such Indemnitee shall have the right to control the defense of may defend such Third-Party Claim, in which case Claim at the cost and expense of the Indemnifying Party. (d) If the Indemnifying Party shall be liable for all reasonable fees elects (and expenses incurred by is permitted) to assume the Indemnitee defense of a Third-Party Claim in connection accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim. (de) Notwithstanding an election by an If the Indemnifying Party elects (and is permitted) to defend assume the defense of a Third-Party Claim in circumstances where an accordance with the terms of this Agreement, the Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an will not be liable for any additional legal expenses subsequently incurred by the Indemnitee may, upon notice to the Indemnifying Party, elect to take over in connection with the defense of the Third-Party Claim; provided, however, that if (i) the Litigation Condition ceases to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim if (i) in its exercise of reasonable business judgmentClaim, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faithmay assume its own defense, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual will be liable for all reasonable costs or potential differing defenses expenses paid or conflicts of interest between them that make joint representation inappropriateincurred in connection with such defense. The Indemnifying Party or the Indemnitee, then as the Indemnitee case may be, shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but but, subject to the prior sentence, not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of at its own choosing to monitor and participate in (but not control) expense, the defense of any Third-Party Claim for which it that the other is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, defending as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim provided in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Partythis Agreement. In addition to the foregoing and the last sentence of Section 5.5(b)event, if any Indemnitee shall in good faith determine however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear will pay the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemniteescounsel. (f) Neither No Indemnifying Party may settle shall consent to entry of any judgment or compromise enter into any settlement of any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Partyapplicable Indemnitee or Indemnitees; provided, which however, that such Indemnitee(s) shall be required to consent may not be unreasonably withheld, unless to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or compromise is solely for monetary damages, does not involve any settlement (i) contains no finding or determination admission of Liability, wrongdoing or any violation of Law by or any violation of the other rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and provides for (iii) includes a full, full and unconditional and irrevocable release of the other Party, Indemnitee. Notwithstanding the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agentsforegoing, in each case in their respective capacities as suchno event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, and each of the heirsdeclaratory judgment, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle order or compromise a Third-Party Claim for which either Party is seeking other nonmonetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly, against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and Whether or not the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish assumes the defense of a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Claim, no Indemnitee when shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim is closed, regardless of whether without the Indemnifying Party’s prior written consent (such Third-Party Claim was resolved by settlement, verdict, dismissal consent not to be unreasonably withheld or otherwisedelayed).

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental AuthorityEntity) who is not a member of the HHH TFMC Group or the Seaport Entertainment TEN Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 3.2 or 5.33.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a3.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a3.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a3.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b3.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b3.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c3.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b3.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereofof the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 3.5 (other than this Section 5.5(g3.5(g)) and the provisions of Section 5.6 3.6 (other than Section 5.6(f3.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Illumina Group or the Seaport Entertainment GRAIL Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly after the receipt thereof by the Indemnitee, copies of any and all additional written notices and documents (including court papers) received by the Indemnitee from the Third Party relating to the Third-Party Claim. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise)) any such Third-Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee in writing of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim, and if the Indemnifying Party elects to assume such responsibility then the notice must include an express and irrevocable acknowledgment from the Indemnifying Party of its obligation to indemnify such Third-Party Claim fully. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b) or Section 5.5(d), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of (and to seek to settle or compromise) such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying PartyThird-Party Claim relates to or arises in connection with any criminal Action or (v) the Third-Party Claim seeks an injunction, non-monetary relief or business restriction imposed against the Indemnitee. In addition to the foregoing and the last sentence of Section 5.5(b5.2(a)(ii) and the last sentence of Section 5.5(e), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Subject to the last sentence of Section 5.5(d), an Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding Other than where there is (or there is reasonably likely to be, in the foregoingdetermination of the Party controlling the defense of the Third-Party Claim) a direct claim by the Party controlling the defense of the Third-Party Claim on substantially the same subject matter as the Third-Party Claim, such the Party not controlling the defense of the Third-Party Claim shall cooperate with the Party entitled to conduct and control that is controlling the defense of such Third-Party Claim in such defense and make reasonably available to the controlling Party, at the non-controlling Indemnifying Party’s expenseexpense if such Third-Party Claim is subject to indemnification, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition , subject to the foregoing and the last sentence bona fide claims of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all IndemniteesPrivilege. (f) Neither The Indemnifying Party may not settle or compromise any Third-Party Claim for which either the Indemnifying Party is seeking to be indemnified hereunder controlling the defense without the prior written consent of the other PartyIndemnitee, which consent may not be unreasonably withheld, unless conditioned or delayed, provided that consent is not required if such settlement or compromise is solely for monetary damagesdamages that will be fully indemnified pursuant to this Article V, does not involve any finding or determination of LiabilityLiability (other than monetary damages), wrongdoing or violation of Law by the other Party Indemnitee and provides for a full, unconditional and irrevocable release of the other PartyIndemnitee, the members of the other PartyIndemnitee’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. An Indemnitee may not settle or compromise any Third-Party Claim for which it is seeking or will seek indemnification hereunder, without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty forty-five (3045) days (or or, to the extent the Party receiving such proposal is informed of the applicable deadline within a reasonable time to respond, within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) as soon as reasonably practicable, but no later than 30 days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a5.05(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject The Indemnifying Party shall have the right, exercisable by written notice to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) Indemnitee within 30 calendar days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a5.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the Indemnifying Party shall notify the Indemnitee defense of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to an the Indemnitee; provided, however, that (i) the defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, affect the Indemnitee or any of its election controlled Affiliates in a materially adverse manner and (ii) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (i) and (ii), collectively, the “Litigation Conditions”). (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate Claim in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection accordance with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b)this Agreement, or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 5.05(b), such Indemnitee shall have the right to control the defense of may defend such Third-Party Claim, in which case Claim at the cost and expense of the Indemnifying Party. (d) If the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by elects to assume the Indemnitee defense of a Third-Party Claim in connection accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim. (de) Notwithstanding an election by an If the Indemnifying Party elects to defend assume the defense of a Third-Party Claim in circumstances where an accordance with the terms of this Agreement, the Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an will not be liable for any additional legal expenses subsequently incurred by the Indemnitee may, upon notice to the Indemnifying Party, elect to take over in connection with the defense of the Third-Party Claim; provided, however, that if (i) the Litigation Conditions cease to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim if (i) in its exercise of reasonable business judgmentClaim, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faithmay assume its own defense, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual will be liable for all reasonable costs or potential differing defenses expenses paid or conflicts of interest between them that make joint representation inappropriateincurred in connection with such defense. The Indemnifying Party or the Indemnitee, then as the Indemnitee case may be, shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but but, subject to the prior sentence, not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of at its own choosing to monitor and participate in (but not control) expense, the defense of any Third-Party Claim for which it that the other is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, defending as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim provided in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Partythis Agreement. In addition to the foregoing and the last sentence of Section 5.5(b)event, if any Indemnitee shall in good faith determine however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear will pay the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemniteescounsel. (f) Neither No Indemnifying Party may settle shall consent to entry of any judgment or compromise enter into any settlement of any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Partyapplicable Indemnitee or Indemnitees; provided, which however, that such Indemnitee(s) shall be required to consent may not be unreasonably withheld, unless to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or compromise is solely for monetary damages, does not involve any settlement (i) contains no finding or determination admission of Liability, wrongdoing or any violation of Law by or any violation of the other rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and provides for (iii) includes a full, full and unconditional and irrevocable release of the other Party, Indemnitee. Notwithstanding the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agentsforegoing, in each case in their respective capacities as suchno event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, and each of the heirsdeclaratory judgment, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle order or compromise a Third-Party Claim for which either Party is seeking other nonmonetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly, against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and Whether or not the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish assumes the defense of a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Claim, no Indemnitee when shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim is closed, regardless of whether without the Indemnifying Party’s prior written consent (such Third-Party Claim was resolved by settlement, verdict, dismissal consent not to be unreasonably withheld or otherwisedelayed).

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee Indemnified Party shall receive written notice from, or otherwise learn of the assertion by, a by any Person (including any Governmental Authority) who is not a member of the HHH ADP Group or the Seaport Entertainment Broadridge Group (a “Third Party”) of any claim claim, or of the commencement by any such Person of any Action (collectivelyAction, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee Indemnified Party pursuant to Section 5.2 or 5.3, or any other Section 5.1 of this Agreement or(collectively, subject to Section 5.13, any Specified Ancillary Agreementa “Third Party Claim”), such Indemnitee Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within fourteen ten (1410) days of receipt after such Indemnified Party received notice of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party or other Person to provide give notice as provided in accordance with this Section 5.5(a5.2(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle V, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect (but is not required) to defend (assume the defense of and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying any Third Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) days after the receipt of notice from an Indemnitee Indemnified Party in accordance with Section 5.5(a5.2(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee Indemnified Party of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions. After notice from an If, in such notice, the Indemnifying Party to an Indemnitee of its election elects to assume the defense of a Third-Third Party Claim, such Indemnitee the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnitee except as otherwise expressly set forth hereinIndemnified Party. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party ClaimIf, then in such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claimnotice, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee Indemnified Party of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 5.2(b), such Indemnitee Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) The Indemnifying Party shall have the right to control compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to Section 5.2(b), and any such Third-settlement or compromise made or caused to be made of a Third Party ClaimClaim in accordance with this Article V shall be binding on the Indemnified Party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, in which case without the express prior consent of the Indemnified Party, the Indemnifying Party shall not have the right to admit culpability on behalf of the Indemnified Party and shall not compromise or settle a Third Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from liability with respect to such Third Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be liable subject to any non-monetary remedy; provided, however, that if the Indemnified Party unreasonably withholds a consent required by this sentence to the terms of a compromise or settlement of a Third Party Claim proposed to the Indemnified Party by the Indemnifying Party, the Indemnifying Party’s obligation to indemnify the Indemnified Party for such Third Party Claim shall not exceed the total amount that had been proposed in such compromise or settlement offer plus the amount of all reasonable fees and expenses incurred by the Indemnitee in connection Indemnified Party with the defense of respect to such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Third Party Claim in circumstances where an Indemnifying Party is permitted to make through the date on which such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemniteesconsent was requested. (e) An Indemnitee that does not conduct and control In the defense event of payment by or on behalf of any Third-Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, or an such Indemnifying Party that has failed shall be subrogated to elect and shall stand in the place of such Indemnified Party as to defend any events or that is not permitted circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to elect or defend pursuant to Section 5.5(b), any Third-such Third Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of against any Third-claimant or plaintiff asserting such Third Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expensesagainst any other Person. Notwithstanding the foregoing, such Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the Party entitled to conduct cost and control the defense expense of such Third-Party Claim in such defense and make available to the controlling Indemnifying Party, at the non-controlling Party’s expensein prosecuting any subrogated right, all witnesses, information and materials in such Party’s possession defense or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemniteesclaim. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking All amounts required to be indemnified hereunder without the prior written consent of the other Party, which consent may not paid pursuant to this Article V shall be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law paid promptly in immediately available funds by wire transfer to a bank account designated by the other Party and provides for a full, unconditional and irrevocable release of the other Indemnified Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH New Worthington Group or the Seaport Entertainment Worthington Steel Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b5.2(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) as soon as reasonably practicable, but no later than 30 days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a6.05(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject The Indemnifying Party shall have the right, exercisable by written notice to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) Indemnitee within 30 calendar days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a6.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the Indemnifying Party shall notify the Indemnitee defense of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to an the Indemnitee; provided, however, that (i) the defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, affect the Indemnitee or any of its election controlled Affiliates in a materially adverse manner and (ii) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (i) and (ii), collectively, the “Litigation Conditions”). (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate Claim in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection accordance with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b)this Agreement, or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 6.05(b), such Indemnitee shall have the right to control the defense of may defend such Third-Party Claim, in which case Claim at the cost and expense of the Indemnifying Party. (d) If the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by elects to assume the Indemnitee defense of a Third-Party Claim in connection accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim. (de) Notwithstanding an election by an If the Indemnifying Party elects to defend assume the defense of a Third-Party Claim in circumstances where an accordance with the terms of this Agreement, the Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an will not be liable for any additional legal expenses subsequently incurred by the Indemnitee may, upon notice to the Indemnifying Party, elect to take over in connection with the defense of the Third-Party Claim; provided, however, that if (i) the Litigation Conditions cease to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim if (i) in its exercise of reasonable business judgmentClaim, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faithmay assume its own defense, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual will be liable for all reasonable costs or potential differing defenses expenses paid or conflicts of interest between them that make joint representation inappropriateincurred in connection with such defense. The Indemnifying Party or the Indemnitee, then as the Indemnitee case may be, shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but but, subject to the prior sentence, not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of at its own choosing to monitor and participate in (but not control) expense, the defense of any Third-Party Claim for which it that the other is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, defending as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim provided in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Partythis Agreement. In addition to the foregoing and the last sentence of Section 5.5(b)event, if any Indemnitee shall in good faith determine however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear will pay the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemniteescounsel. (f) Neither No Indemnifying Party may settle shall consent to entry of any judgment or compromise enter into any settlement of any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Partyapplicable Indemnitee or Indemnitees; provided, which however, that such Indemnitee(s) shall be required to consent may not be unreasonably withheld, unless to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or compromise is solely for monetary damages, does not involve any settlement (i) contains no finding or determination admission of Liability, wrongdoing or any violation of Law by or any violation of the other rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and provides for (iii) includes a full, full and unconditional and irrevocable release of the other Party, Indemnitee. Notwithstanding the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agentsforegoing, in each case in their respective capacities as suchno event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, and each of the heirsdeclaratory judgment, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle order or compromise a Third-Party Claim for which either Party is seeking other nonmonetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly, against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and Whether or not the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish assumes the defense of a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Claim, no Indemnitee when shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim is closed, regardless of whether without the Indemnifying Party’s prior written consent (such Third-Party Claim was resolved by settlement, verdict, dismissal consent not to be unreasonably withheld or otherwisedelayed).

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee If any third party shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of make any claim or of the commencement by commence any such Person of any Action arbitration proceeding or suit (collectively, a “Third-Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Chaparral Party under Section 10.2 or against TXI Party under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party to provide notice in accordance with this Section 5.5(a10.6(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an The Indemnifying Party may elect shall have 30 days after receipt of the notice referred to defend (in Section 10.6(a) to notify the Indemnified Party that it elects to conduct and to seek to settle or compromise), at control the defense of such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that Third Party Claim. If the Indemnifying Party will does not select counsel without give the Indemnitee’s prior written consent (foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Third Party Claim in the event that defense exercise of its exclusive discretion subject to the provisions of Section 10.6(c), and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee Indemnified Parties in accordance with the other terms of this Section 5.5(a10.6(b) (the amount of any Expense or sooner, if Loss resulting from their Liability to the nature of such Third-third party claimant. If the Indemnifying Party Claim so requires)gives the foregoing notice, the Indemnifying Party shall notify have the Indemnitee right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of its election whether such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) the Indemnifying Party shall assume responsibility for defending such Third-not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party Claim. After notice from an shall not thereby permit any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, monitor such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, conduct or settlement thereofand shall provide the Indemnified Party and such counsel with such information regarding such Third Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel chosen by the Indemnified Party (including allocated costs of in-house counsel and other personnel) shall be borne by the expense of such Indemnitee except as otherwise expressly set forth herein. Indemnified Party unless (cA) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party and the Indemnified Party shall have mutually agreed to reject or otherwise abandon its assumption the retention of such defense. If an counsel or (B) the named parties to any such Third Party Claim include the Indemnified Party and the Indemnifying Party elects not and in the reasonable opinion of counsel to assume responsibility for defending any Third-the Indemnified Party Claim, is not permitted representation of both parties by the same counsel would be inappropriate due to elect to defend a Third-Party Claim pursuant to Section 5.5(b), actual or fails to notify an Indemnitee likely conflicts of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claiminterest between them, in either of which case cases the reasonable fees and disbursements of counsel for such Indemnified Party (including allocated costs of in-house counsel and other personnel) shall be paid by the Indemnified Party; and (iv) the Indemnifying Party shall be liable agree promptly to reimburse to the extent required under this Article X the Indemnified Party for the full amount of any Expense or Loss resulting from such Third Party Claim and all reasonable fees and related expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to Indemnified Party. In no event shall the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnified Party, which consent may not be unreasonably withheld, unless such settlement settle or compromise is solely for monetary damages, any claim or consent to the entry of any judgment that does not involve any finding or determination of Liability, wrongdoing or violation of Law include as an unconditional term thereof the giving by the other claimant or the plaintiff to the Indemnified Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in respect of such claim. If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third Party Claim as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third Party Claim as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Third-Indemnifying Party. (c) So long as the Indemnifying Party is contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim. The Parties hereby agree Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim, provided that if in such event the Indemnified Party shall waive any right to indemnity therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as an Expense or a Loss under this Article X. If the Indemnified Party presents determines in its reasonable good faith judgment that the other Indemnifying Party with a is not contesting such Third Party Claim in good faith, the Indemnified Party shall have the right to undertake control of the defense of such Third Party Claim upon five days written notice containing a proposal to the Indemnifying Party and thereafter to defend, contest, settle or compromise a Third-such Third Party Claim in the exercise of its exclusive discretion. If the Indemnified Party shall have undertaken the conduct and control of the defense of any Third Party Claim as provided above, the Indemnified Party, on not less than 45 days prior written notice to the Indemnifying Party, may make settlement (including payment in full) of such Third Party Claim, and such settlement shall be binding upon the Parties for which either the purposes hereof, unless within said 45-day period the Indemnifying Party is seeking shall have requested the Indemnified Party to be indemnified hereunder contest such Third Party Claim at the expense of the Indemnifying Party. In such event, the Indemnified Party shall promptly comply with such request and the Indemnifying Party receiving shall have the right to direct the defense of such proposal does not respond claim or any litigation based thereon subject to all of the conditions of Section 10.6(b). Notwithstanding anything in any manner this Section 10.6(c) to the contrary, if the Indemnified Party, in the good-faith belief that a claim may materially and adversely affect it other than as a result of money damages or other money payments, advises the Indemnifying Party presenting that it has determined to settle a claim, the Indemnified Party shall have the right to do so at its own cost and expense, without any requirement to contest such proposal within thirty (30) days (or within claim at the request of the Indemnifying Party, but without any such shorter time period that may be required right under the provisions of this Article X for indemnification by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnifying Party. (gd) The provisions of this Section 5.5 (other than this Section 5.5(g)) and To the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply extent that, with respect to Taxes (Taxes being any claim governed by the Tax Matters Sharing Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to , there is any inconsistency between the Indemnitee to keep the Indemnitee reasonably informed provisions of the progress Tax Sharing Agreement and this Section 10.6, the provisions of the Third-Party Claim and Tax Sharing Agreement shall control with respect to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwiseclaim.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of Person in the HHH RBS Group or the Seaport Entertainment Company Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 9.02, Section 9.03 or 5.3Section 9.04, or any other Section of this Agreement or(collectively, subject to Section 5.13, any Specified Ancillary Agreementa “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within fourteen thirty (1430) days of receipt days) after becoming aware of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a9.06(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle 9, except to the extent extent, and only to which the extent, that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect (but shall not be required) to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; providedcounsel (which counsel shall be reasonably satisfactory to the Indemnitee), that the any Third Party Claim if such Indemnifying Party will not select counsel without acknowledges that it would have an indemnity obligation for the Indemnitee’s prior written consent (Liability resulting from such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Third Party Claim in the event that defense of such Thirdas provided for under this Article 9 within forty-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty five (3045) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a9.06(a); provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel (in addition to local counsel or counsel with specialized expertise) for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation; and provided, further, that if an Indemnifying Party elects to defend a Third Party Claim pursuant to this Section 9.06(b), such defense shall be carried out in consultation with the applicable Indemnitees. Within forty-five (45) days after the receipt of notice from an Indemnitee in accordance with Section 9.06(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. Indemnitee; provided, however, that (ci) If an if the Indemnifying Party has elected to assume the defense of a Third-the Third Party ClaimClaim but has specified, then and continues to assert, any reservations or exceptions in such Indemnifying notice or (ii) if the Third Party shall be solely liable for all Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses incurred by it of one separate counsel (in connection addition to local counsel or counsel with the defense of such Third-Party Claim and specialized expertise) for all Indemnitees shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (c) If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt as provided in Section 9.06(b), and for any period during which an Indemnifying Party has not assumed the defense of a Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice from an Indemniteeof the Third Party Claim in accordance with Section 9.06(a)), such Indemnitee shall have may defend such Third Party Claim at the right to control the defense cost and expense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable Party. Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the defense of Indemnifying Party at the then applicable regular rates charged by counsel, without regard to any flat fee or special fee arrangement otherwise in effect between such Third-Party Claimcounsel and the Indemnitee. (d) Notwithstanding an election by an Unless the Indemnifying Party has failed to defend a Third-assume the defense of the Third Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)accordance with the terms of this Agreement, an no Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-may settle or compromise any Third Party Claim if (i) in its exercise of reasonable business judgment, without the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control consent of the Indemnifying Party. In addition If an Indemnifying Party has failed to assume the foregoing and defense of the last sentence Third Party Claim within the time period specified in clause (b) above, it shall not be a defense to any obligation to pay any amount in respect of Section 5.5(b), if any Indemnitee determines in good faith such Third Party Claim that such Indemnitee and the Indemnifying Party have actual was not consulted in the defense thereof, that such Indemnifying Party’s views or potential differing defenses opinions as to the conduct of such defense were not accepted or conflicts of interest between them adopted, that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but such Indemnifying Party does not control) the defense, compromise, or settlement approve of the applicable Third-quality or manner of the defense thereof or that such Third Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses Claim was incurred by reason of one such counsel and local counsel (as appropriate) for all Indemniteesa settlement rather than by a judgment or other determination of liability. (e) An Indemnitee that does not conduct and control In the defense case of any Third-a Third Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the no Indemnifying Party shall bear consent to entry of any judgment or enter into any settlement of the reasonable fees and expenses Third Party Claim without the consent of one the Indemnitee if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in connection with such counsel and local counsel (as appropriate) for all Indemniteesdefense. (f) Neither Notwithstanding the foregoing, the Indemnifying Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder shall not, without the prior written consent of the other PartyIndemnitee, which consent may not be unreasonably withheld, unless such settlement settle or compromise is solely for monetary damages, any Third Party Claim or consent to the entry of any judgment which does not involve any finding or determination of Liability, wrongdoing or violation of Law include as an unconditional term thereof the delivery by the other Party and provides for claimant or plaintiff to the Indemnitee of a full, unconditional and irrevocable written release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-respect of such Third Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, this Agreement or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen as soon as reasonably practicable, but no later than fifteen (1415) days of receipt after becoming aware of such written noticeThird-Party Claim (or sooner if the nature of the Third-Party Claim so requires). Any such notice shall describe the Third-Party Claim in reasonable detail and detail, or, in the alternative, include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in this Section 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this ARTICLE V, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a5.05(a). (b) Subject With respect to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in that is not a Shared Action Liability: (i) The Indemnifying Party shall have the event that defense of such Third-Party Claim would void or otherwise adversely impact right, exercisable by written notice to the Indemnitee’s insurance policy. Within thirty Indemnitee within fifteen (3015) calendar days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a5.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of (and seek to settle or compromise) such Third-Party Claim at its own expense and with its own counsel (which counsel shall be reasonably satisfactory to the Indemnitee) provided that the Indemnifying Party shall notify agree promptly to reimburse to the extent required under this ARTICLE V the Indemnitee for the full amount of its election whether any Liability resulting from such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party shall assume responsibility for assumes such defense and, in the course of defending such Third-Party Claim. After notice from an , (A) the Indemnifying Party to discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (B) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an Indemnitee indemnification obligation in respect of its election to assume the defense of a such Third-Party Claim, then (x) the Indemnifying Party shall not be bound by such acknowledgment, (y) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (z) the Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from Claim. (ii) Until such time as the Indemnitee for any such fees or expenses incurred during Indemnifying Party has assumed the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Indemnified Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case . If the Indemnifying Party (A) elects not to assume the defense of a Third-Party Claim in accordance with this Agreement, (B) fails to notify the Indemnitee that is the subject of such Third-Party Claim, of its election to assume the defense of such Third-Party Claim within fifteen (15) days after the receipt of the notice referred to in Section 5.05(a) (or sooner if the nature of the Third-Party Claim so requires) or (C) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim within ten (10) days after receiving written notice from the Indemnitee to the effect that the Indemnifying Party has so failed, the Indemnitee shall be liable entitled to continue to conduct and control the defense of such Third-Party Claim at the cost and expense of the Indemnifying Party. For the avoidance of doubt, the Indemnitee’s right to indemnification for all reasonable fees and expenses incurred a Third-Party Claim shall not be adversely affected by the Indemnitee in connection with assuming the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is does not permitted to elect or defend pursuant to Section 5.5(b), conduct and control the defense of any Third-Party Claim as contemplated herebyClaim, nevertheless shall have the right to employ separate counsel (including local counsel as appropriatenecessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party; provided, as however, that such expense shall be the case may be, responsibility of the Indemnifying Party (A) if the Indemnifying Party and the provisions Indemnitee are both named parties to the proceedings and the Indemnitee shall have reasonably concluded that representation of Section 5.5(c) both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest (in which case the Indemnifying Party shall not apply be responsible for expenses in respect of more than one local counsel for the Indemnitee in any single jurisdiction) or (B) the Indemnitee assumes the defense of the Third-Party Claim pursuant to such fees and expensesSection 5.05(b)(ii)(C) after the Indemnifying Party has failed, in the reasonable judgment of the Indemnitee, to diligently defend the Third-Party Claim after having elected to assume its defense. Notwithstanding the foregoing, such Each Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim hereunder in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the . (iv) No Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defensesettle, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses consent to entry of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any judgment with respect to any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Partyapplicable Indemnitee or Indemnitees, which consent may shall not be unreasonably withheld, unless delayed or conditioned; provided, however, that, subject to the immediately following provision, such settlement Indemnitee(s) shall not withhold consent if the settlement, compromise or compromise judgment (A) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (B) is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by damages which the other Indemnifying Party has agreed to pay in full and provides for (C) includes a full, unconditional and irrevocable release of the Indemnitee; and provided, further, that in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is (x) to permit any injunction, declaratory judgment, other Partyorder or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee or (y) in the members reasonable judgment of such Indemnitee, as reflected in a written objection delivered by such Indemnitee to the Indemnifying Party within the period of twenty one (21) days following receipt of the other Party’s respective request for consent described above, to have a material adverse financial impact or a material adverse effect upon the ongoing operations of such Indemnitee or, if applicable, its Group and each Members. (v) Except to the extent an Indemnitee has assumed the defense of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the a Third-Party Claim. Claim pursuant to clause (C) of the second sentence of Section 5.05(b)(ii), no Indemnitee shall settle, compromise or consent to entry of any judgment with respect to any Third-Party Claim without the prior written consent of the applicable Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (vi) The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise compromise, or consent to the entry of a judgment with respect to, a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions , including for the purposes of this Section 5.5 (other than this Section 5.5(g)5.05(b)(iv) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement5.05(b)(v). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of Person in the HHH Pfizer Group or the Seaport Entertainment Company Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 4.02 or 5.3Section 4.03, or any other Section of this Agreement or(collectively, subject to Section 5.13, any Specified Ancillary Agreementa “Third Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within fourteen forty-five (1445) days of receipt days) after becoming aware of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a4.05(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle IV, except to the extent extent, and only to which the extent, that such Indemnifying Party was is materially prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect (but shall not be required) to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counselcounsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third Party Claim; provided, provided that the Indemnifying Party will shall not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect entitled to defend such Third-Party Claim and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in the event that defense of such Third-Party Claim would void connection with any criminal action, indictment or otherwise adversely impact the Indemnitee’s insurance policyallegation. Within thirty forty-five (3045) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a4.05(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. Indemnitee; provided, however, in the event that (ci) If an the Indemnifying Party has elected to assume the defense of a Third-the Third Party ClaimClaim but has specified, then and continues to assert, any reservations or exceptions in such Indemnifying notice or (ii) the Third Party shall be solely liable for all Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses incurred by it in connection with the defense of such Third-Party Claim and one separate counsel for all Indemnitees shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (c) If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 4.05(b), such Indemnitee shall have may defend such Third Party Claim at the right to control the defense cost and expense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable Party. Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the defense of Indemnifying Party at the then applicable regular rates charged by counsel, without regard to any flat fee or special fee arrangement otherwise in effect between such Third-Party Claimcounsel and the Indemnitee. (d) Notwithstanding an election by an Unless the Indemnifying Party has failed to defend a Third-assume the defense of the Third Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)accordance with the terms of this Agreement, an no Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-may settle or compromise any Third Party Claim if (i) in its exercise of reasonable business judgment, without the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control consent of the Indemnifying Party. In addition If an Indemnifying Party has failed to assume the foregoing and defense of the last sentence Third Party Claim within the time period specified in clause (b) above, it shall not be a defense to any obligation to pay any amount in respect of Section 5.5(b), if any Indemnitee determines in good faith such Third Party Claim that such Indemnitee and the Indemnifying Party have actual was not consulted in the defense thereof, that such Indemnifying Party’s views or potential differing defenses opinions as to the conduct of such defense were not accepted or conflicts of interest between them adopted, that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but such Indemnifying Party does not control) the defense, compromise, or settlement approve of the applicable Third-quality or manner of the defense thereof or that such Third Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses Claim was incurred by reason of one such counsel and local counsel (as appropriate) for all Indemniteesa settlement rather than by a judgment or other determination of liability. (e) An Indemnitee that does not conduct and control In the defense case of any Third-a Third Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the no Indemnifying Party shall bear consent to entry of any judgment or enter into any settlement of the reasonable fees and expenses Third Party Claim without the consent of one the Indemnitee if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in connection with such counsel and local counsel (as appropriate) for all Indemniteesdefense. (f) Neither Notwithstanding the foregoing, the Indemnifying Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder shall not, without the prior written consent of the other PartyIndemnitee, which consent may not be unreasonably withheld, unless such settlement settle or compromise is solely for monetary damages, any Third Party Claim or consent to the entry of any judgment which does not involve any finding or determination of Liability, wrongdoing or violation of Law include as an unconditional term thereof the delivery by the other Party and provides for claimant or plaintiff to the Indemnitee of a full, unconditional and irrevocable written release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-respect of such Third Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH HBIO Group or the Seaport Entertainment H▇▇▇ Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectivelyeach such claim or Action, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, or any Specified other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen twenty (1420) days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such any Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an in the next sentence. In the event that the Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim but has specified, and shall not be entitled continues to seek assert, any indemnification reservations or reimbursement from the Indemnitee for exceptions in such notice, then, in any such case, the reasonable fees or and expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision one separate counsel for all Indemnitees shall be borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (c) If an Indemnifying Party elects not to assume responsibility for defending any a Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, as provided in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to may defend such Third-Party Claim (other than as contemplated by at the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control cost and expense of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and . (d) Unless the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right has failed to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control assume the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to accordance with the controlling Partyterms of this Agreement, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any no Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnifying Party, which such consent may not to be unreasonably withheld, unless such settlement delayed or compromise is solely for monetary damagesconditioned. (e) In the case of a Third-Party Claim, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other no Indemnifying Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns shall consent to entry of any judgment or enter into any settlement of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that Claim without the consent of the Indemnitee if a Party presents the effect thereof is to permit any injunction, declaratory judgment, other Party with a written notice containing a proposal to settle order or compromise a Thirdother non-Party Claim for which either Party is seeking monetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (gf) The above provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall do not apply to Taxes (Taxes being governed by the Tax Matters Sharing Agreement). In the case of any conflict between this Agreement and the Tax Sharing Agreement in relation to any matters addressed by the Tax Sharing Agreement, the Tax Sharing Agreement shall prevail. (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee If any Third Party shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of make any claim or of the commencement by commence any arbitration proceeding or suit (each such Person of any Action (collectivelyclaim, proceeding or suit being a “Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Cabinets under Section 10.2 or against Fortune Brands under Section 10.3, such Indemnified Party shall promptly, but in no event later than 15 days after receipt by the Indemnified Party of written notice of the Third-Party Claim, give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party to provide notice in accordance with this Section 5.5(a10.6(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the The Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) 30 days after receipt of a the notice from an Indemnitee, such Indemnitee shall have referred to in Section 10.6(a) to notify the right to control the defense of such Third-Indemnified Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled elects to conduct and control the defense of such Third-Party Claim; provided, however, that the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim in such defense and make available (i) to the controlling Party, at the nonextent such Third-controlling Party’s expense, all witnesses, information and materials in Party Claim seeks criminal penalties or injunctive or other equitable relief (other than any such Party’s possession injunctive or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition other equitable relief that is solely incidental to the foregoing and granting of money damages) or (ii) if the last sentence of Section 5.5(b), if any Indemnitee shall Indemnified Party has reasonably determined in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriatecontrolling such defense will affect the Indemnified Party in a material and adverse manner. If the Indemnifying Party does not give the foregoing notice, then the Indemnitee Indemnified Party shall have the right to employ separate counsel (including local counsel as appropriate) and defend, contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion subject to participate in (but not control) the defense, compromise or settlement thereofprovisions of this Section 10.6, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms of this Section 10.6(b) the amount of any Expense or Loss subject to indemnification hereunder resulting from such Third-Party Claim. If the Indemnifying Party gives the foregoing notice within such 30-day period, the Indemnifying Party shall bear have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at the Indemnifying Party’s sole expense, the conduct and settlement of such Third-Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that: (i) the Indemnifying Party shall use its reasonable best efforts to prevent any Security Interest to thereafter attach to any Asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of one such counsel and local chosen by the Indemnified Party (but not more than one separate counsel (as appropriate) for all IndemniteesIndemnified Parties similarly situated) shall be borne by the Indemnified Party unless (iv) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel, (v) in the Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such Third-Party Claim or (vi) the Indemnifying Party shall have assumed responsibility for such Third-Party Claim with any reservations or exceptions; and (vii) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article X the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. (fc) Neither If the Indemnifying Party may settle or compromise shall not have undertaken the conduct and control of the defense of any Third-Party Claim for as provided in Section 10.6(b), the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which either request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (d) No Indemnifying Party is seeking will consent to be indemnified hereunder any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third-Party Claim without the Indemnified Party’s prior written consent; provided, however, that such consent shall not be required if the judgment or settlement: (i) contains no finding or admission of Liability with respect to any such Indemnified Party; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; (iii) does not involve a Governmental Authority; (iv) includes a full and unconditional release of the indemnitee or indemnitees or (v) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent of the other Party, (which consent may will not be unreasonably withheld, unless such settlement conditioned or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreementdelayed). (he) The If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any is not contesting such Third-Party Claim in good faith or is closed, regardless of whether not settling such Third-Party Claim was resolved by settlementin accordance with this Section 10.6, verdictthe Indemnified Party shall have the right to undertake control of the defense of such Third-Party Claim upon five (5) days written notice to the Indemnifying Party and thereafter to defend, dismissal contest, settle or otherwise.compromise such Third-Party Claim in the exercise of its discretion, but in accordance with the applicable provisions of this Article X.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, All claims for indemnification relating to a Third Party Claim by any indemnified party (an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Indemnified Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may hereunder shall be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim asserted and resolved as set forth in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a)5.04. (b) Subject In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Indemnified Party may elect hereunder is asserted against or sought to defend be collected from any Indemnified Party by a Third Party (and to seek to settle or compromisea “Third Party Claim”), at such Indemnifying Indemnified Party shall promptly, but in no event more than ten (10) days following such Indemnified Party’s own expense and by such Indemnifying Party’s own counsel; providedreceipt of a Third Party Claim, that notify the Indemnifying Party will in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not select counsel without be conclusive of the Indemnitee’s prior written consent final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, and any other material details pertaining thereto (such consent not to be unreasonably withheld, conditioned or delayeda “Claim Notice”); provided, furtherhowever, that the failure to timely give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party may not elect with respect to defend such Third-Third Party Claim in the event that defense of such Third-Claim. The Indemnifying Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by a court proceeding in the event of a litigated matter) after the receipt of notice from an Indemnitee the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether it desires to defend the Indemnified Party against such Third Party Claim; provided that in accordance with the event a Claim Notice in respect of indemnification sought pursuant to Section 5.5(a5.02(c) (or soonerso specifies, if the nature of Indemnified Party shall have the right to require the Indemnifying Party, and in such Third-event the Indemnifying Party shall be required, to defend the Indemnified Party against such Third Party Claim so requires)at the Indemnifying Party’s expense. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall notify have the Indemnitee of its election whether right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense. Once the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume has duly assumed the defense of a Third-Third Party Claim, such Indemnitee the Indemnified Party shall have the right right, but not the obligation, to participate in any such defense and to employ separate counsel and to of its choosing. The Indemnified Party shall participate in (but not control) the defenseany such defense at its expense, compromise, or settlement thereof, but the fees and expenses of provided that such counsel expense shall be the expense responsibility of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an if (i) the Indemnifying Party elects not and the Indemnified Party are both named parties to assume responsibility for defending any Third-the proceedings and the Indemnified Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have reasonably concluded that representation of both parties by the right same counsel would be inappropriate due to control the defense of such Third-Party Claim, actual or potential differing interests between them (in which case the Indemnifying Party shall not be liable responsible for all reasonable fees and expenses incurred by in respect of more than one counsel for the Indemnitee Indemnified Party in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(bany single jurisdiction), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise Indemnified Party assumes the defense of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Third Party Claim (other than as contemplated by the foregoing clause (i)), (iii) after the Indemnifying Party makes has failed to diligently defend a general assignment for Third Party Claim it has assumed the benefit of creditorsdefense of, has filed against it or files a petition as provided in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last first sentence of this Section 5.5(b5.04(c), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the . The Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claimnot, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim or after receiving a Claim Notice specified in the proviso to the last sentence of Section 5.04(b), fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, which consent may shall not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (ge) The provisions of this Section 5.5 (other than this Section 5.5(g)) Indemnified Party and the provisions Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of Section 5.6 (a Third Party Claim, including by providing access to each other’s relevant business records and other than Section 5.6(f)) documents, and employees; it being understood that the reasonable costs and expenses of the Indemnified Party relating thereto shall not apply be Liabilities, subject to Taxes (Taxes being governed by the Tax Matters Agreement)indemnification. (hf) The Indemnified Party and the Indemnifying Party shall establish use commercially reasonable efforts to avoid production of confidential information (consistent with Applicable Law), and to cause all communications among employees, counsel and others representing either party to a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Third Party Claim and to notify the Indemnitee when be made so as to preserve any such Thirdapplicable attorney-Party Claim is closed, regardless of whether such Thirdclient or work-Party Claim was resolved by settlement, verdict, dismissal or otherwiseproduct privileges.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee If any Third Party shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of make any claim or of the commencement by any such Person of commence any Action (collectively, each such claim or Action being a “Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Post under Section 11.02 or against Ralcorp under Section 11.03, such Indemnified Party shall promptly give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party to provide notice in accordance with this Section 5.5(a11.06(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle XI, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)prompt notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the The Indemnifying Party shall have 21 days after its receipt of the notice referred to in Section 11.06(a) to notify the Indemnitee of its election whether the Indemnifying Indemnified Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled elects to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling PartyClaim. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and If the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriatedoes not give the foregoing notice, then the Indemnitee Indemnified Party shall have the right to employ separate counsel (including local counsel as appropriate) and defend, contest, settle or compromise such Third-Party Claim in the exercise of its reasonable discretion, subject to participate in (but not control) the defense, compromise or settlement thereofprovisions of this Section 11.06, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms of this Section 11.06(b) the amount of any Expense or Loss subject to indemnification hereunder resulting from the Third-Party Claim. If the Indemnifying Party gives the foregoing notice that it elects to conduct and control the defense of such Third-Party Claim, the Indemnifying Party shall bear have the right, at its sole expense, to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, the conduct and settlement of such Third-Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that: (i) the Indemnifying Party shall use its reasonable best efforts to prevent any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel chosen by the Indemnified Party shall be borne by the Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel or (B) the named parties to any such Third-Party Claim include the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or reasonably likely conflicts of interest between them, in either of which cases the reasonable fees and expenses disbursements of one counsel for such counsel Indemnified Party shall be paid or reimbursed by the Indemnifying Party; and local counsel (as appropriateiv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article XI the Indemnified Party for all Indemnitees. (f) Neither the full amount of any Expense or Loss resulting from such Third-Party may settle or compromise Claim. A Party’s defense of any Third-Party Claim for which either pursuant to this Section 11.06(b) includes the right (after consultation with the other Party is seeking following at least 21 days’ written notice thereof) to be indemnified hereunder compromise, settle or consent to the entry of any judgment or determination of liability concerning such Third-Party Claim; provided, however, that, in no event shall the Indemnifying Party, without the prior written consent of the other Indemnified Party, settle or compromise any claim or consent to the entry of any judgment if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnified Party or (ii) in the reasonable judgment of such Indemnified Party (as reflected in a written objection delivered by such Indemnified Party to the Indemnifying Party within the period of 21 days following receipt of the written notice described above in this Section 11.06(b)), have a material adverse financial impact or a material adverse effect upon the ongoing operations of such Indemnified Party (taken together with its Subsidiaries). Notwithstanding any other provision of this Section 11.06, unless otherwise specifically agreed to by the Parties in writing (which consent agreement may not be unreasonably withheld, unless such conditioned or delayed), neither Party shall enter into any compromise or settlement or compromise is solely for monetary damages, consent to the entry of any judgment which does not involve any finding or determination of Liability, wrongdoing or violation of Law include as an unconditional term thereof the giving by the other Third Party of a release of both the Indemnified Party and provides for a full, unconditional the Indemnifying Party (and irrevocable release their respective Subsidiaries) from all further liability concerning such Third-Party Claim. (c) If the Indemnifying Party shall not have undertaken the conduct and control of the other defense of any Third-Party Claim as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the members Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of the other Party’s respective Group them may reasonably request (which request may be general or specific), but all costs and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. In any such case, the Indemnified Party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third-Party Claim as provided in Section 11.06(b) without the consent of the Indemnifying Party. (d) If the Indemnified Party determines in its reasonable judgment that the Indemnifying Party is not contesting such Third-Party Claim in good faith or is not settling such Third-Party Claim in accordance with this Section 11.06, the Indemnified Party shall have the right to undertake control of the defense of such Third-Party Claim upon five days written notice to the Indemnifying Party and thereafter to defend, contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion. In any such case, the Indemnified Party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third-Party Claim as provided in Section 11.06(b) without the consent of the Indemnifying Party and at the sole expense of the Indemnifying Party. (e) In the event of any payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, the Indemnifying Party will be subrogated to and will stand in the place of such Indemnified Party to the extent of such payment as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to the Third-Party Claim. The Parties hereby agree that if a Party presents Claim against any claimant or plaintiff asserting the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for or against any other Person (other than another Indemnified Party). Such Indemnified Party will cooperate with the Indemnifying Party in a reasonable manner, and at the cost and expense of the Indemnifying Party, in prosecuting any subrogated right, defense or claim. (f) If an Action is commenced by a Third Party naming both one or more Ralcorp Parties and one or more Post Parties as defendants thereto, such Action will be handled in accordance with Section 7.07(b), to the extent applicable. Except as provided in Section 11.08, in the event of any Action in which the Indemnifying Party and the Indemnified Party each have Liability, then at the request of either Party, the Parties will endeavor to agree on an apportionment of Liability and Out-of-Pocket Expenses related to the defense of such Action. In the event of any Action in which the Indemnifying Party is seeking not also a named defendant, at the request of either the Indemnified Party or Indemnifying Party, the Parties will use reasonable efforts to be indemnified hereunder and substitute the Indemnifying Party receiving such proposal does not respond for the named defendant in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalAction. (g) The With respect to any Tax Contest (as defined in the Tax Allocation Agreement), the provisions of the Tax Allocation Agreement (and not the provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)11.06) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement)apply. (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written receives notice from, or otherwise learn of the assertion by, learns that a Person (including any Governmental Authority) who is not other than a member of the HHH Group MII Entity or the Seaport Entertainment Group (a “Third Party”) of MVWC Entity has asserted any claim or of commenced an Action for which the commencement by Indemnitee may be entitled to indemnification under this Agreement or any such Person of any Action Transaction Agreement (collectively, a “Third-Party Claim”) with respect to which an ), the Indemnitee will notify the Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written noticein writing as promptly as practicable. Any such notice shall will describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by written correspondence from the Indemnitee relating to third party regarding the Third-Party Claim. Notwithstanding the foregoing, the failure of If an Indemnitee to does not provide this notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right Indemnifying Party will not be relieved of its indemnification obligations under this Article V, except to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but extent that the fees and expenses Indemnifying Party suffers actual harm as a result of such counsel shall be Indemnitee’s failure to give timely notice. The Indemnitee will deliver copies of all documents it receives regarding the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With respect to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim: (i) Unless the parties otherwise agree, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) 30 days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend receives notice of a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to accordance with Section 5.5(b5.5(a), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) will defend the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i))and, (iii) unless the Indemnifying Party makes a general assignment for the benefit of creditorshas specified any reservations or exceptions, has filed against it seek to settle or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(bcompromise such Third-Party Claim), if any at its expense and with its counsel. The Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriatemay, then the Indemnitee shall have the right to at its expense, employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim. However, and the Indemnifying Party shall bear will pay the reasonable fees and expenses of one such counsel and local counsel the Indemnitee engages (as appropriateA) for all Indemnitees. (e) An Indemnitee that does any period during which the Indemnifying Party has not conduct and control assumed the defense of any the Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is Claim (other than for any period in which the Indemnitee did not permitted to elect or defend pursuant to Section 5.5(b), any notify the Indemnitee of the Third-Party Claim as contemplated herebyrequired by Section 5.5(a)) or (B) if engagement of counsel is as a result of a conflict of interest, nevertheless shall have as the right Indemnitee reasonably determines in good faith. (ii) No Indemnifying Party will consent to employ separate counsel (including local counsel as appropriate) entry of its own choosing to monitor and participate in (but not control) the defense of any a judgment or settle a Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Partyapplicable Indemnitee’s consent, which consent may not be unreasonably withheldwithheld or delayed. However, unless such an Indemnitee will consent to entry of a judgment or a settlement or compromise is solely for monetary damages, if it (A) does not involve any include a finding or determination admission by the Indemnitee of Liability, wrongdoing or a violation of Law by or the other rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and provides for could not reasonably be expected to have a fullsignificant adverse impact (financial or non-financial) on the Indemnitee, or any of its Subsidiaries or Affiliates, and (C) includes a full and unconditional and irrevocable release of the Indemnitee. An Indemnitee will not be required to consent to entry of a judgment or a settlement if it would permit an injunction, declaratory judgment, other Partyorder or other nonmonetary relief to be entered, the members of the other Party’s respective Group and each of their respective pastdirectly or indirectly, present and future directorsagainst any Indemnitee. (c) No Indemnitee will admit any liability with respect to, officersor settle, employees and agentscompromise or discharge, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for without the Indemnifying Party’s prior written consent, which either Party is seeking to consent may not be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (unreasonably withheld or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposaldelayed. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH Covidien Group or the Seaport Entertainment Mallinckrodt Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 4.2 or 5.34.3, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen as promptly as practicable (14and no later than thirty (30) days or sooner, if the nature of receipt the Third-Party Claim so requires) after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a4.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such any Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a4.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth hereinin the next sentence. (c) If an In the event that the Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim but has specified, and shall not be entitled continues to seek assert, any indemnification reservations or reimbursement from the Indemnitee for exceptions in such notice, then, in any such case, the reasonable fees or and expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision one (1) separate counsel for all Indemnitees shall be borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (d) If an Indemnifying Party elects not to assume responsibility for defending any a Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 4.5(b), such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to may defend such Third-Party Claim (other than as contemplated by at the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control cost and expense of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control Unless the Indemnifying Party has failed to assume the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to accordance with the controlling Partyterms of this Agreement, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any no Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnifying Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination . (f) In the case of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The no Indemnifying Party shall establish a procedure reasonably acceptable consent to the Indemnitee to keep the Indemnitee reasonably informed entry of the progress any judgment or enter into any settlement of the Third-Party Claim and to notify without the consent of the Indemnitee when if the effect thereof is to permit any such injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. (g) For the avoidance of doubt, the provisions of this Article IV shall apply to Third-Party Claim is closed, regardless of whether such Claims that have already been asserted as well as Third-Party Claim was resolved by settlementClaims asserted after the date hereof, verdict, dismissal or otherwiseand there shall be no requirement under this Section 4.5 to give notice with respect to any Third Party Claims that have already been asserted as of the Effective Time.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee Indemnified Party shall receive written notice from, or otherwise learn of the assertion byof a claim, or commencement of an Action, by a Person Third Party against it (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (each, a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect that may give rise to which an Indemnifying Party may be obligated to provide a claim for indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen thirty (1430) days of the receipt of such written notice. Any , the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, which notice shall describe the Third-such Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoingdetail; provided, however, that the failure of an Indemnitee to provide such notice as provided in accordance with this Section 5.5(a) 10.8 shall not relieve an release the Indemnifying Party from any of its indemnification obligations under this AgreementArticle X, except to the extent to which the such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject Each Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of each Third Party Claim at its expense and through counsel of its choice that is reasonably acceptable to the terms and conditions Indemnified Party if it gives notice of any applicable insurance policy its intention to do so to the Indemnified Party within thirty (30) days of the receipt of notice from the Indemnified Party in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromiseaccordance with Section 10.8(a), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, however, that the Indemnifying Party will not select counsel shall not, without the Indemnitee’s prior written consent (of the Indemnified Party, settle, compromise or offer to settle or compromise such consent not to be unreasonably withheld, conditioned or delayed)Third Party Claim; provided, further, an Indemnifying that such Indemnified Party may shall not elect to defend withhold such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, consent if the nature settlement or compromise (i) contains no finding or admission of such Third-a violation of Applicable Law or a violation of the rights of a Person by the Indemnified Party Claim so requires)or any of its Affiliates, (ii) contains no finding or admission that would have an adverse effect on the Indemnified Party or any of its Affiliates as determined by the Indemnified Party in Good Faith, (iii) involves only monetary relief which the Indemnifying Party shall notify has agreed to pay and does not contain an injunction or other non-monetary relief affecting the Indemnitee Indemnified Party or any of its election whether Affiliates, and (iv) includes a full, irrevocable unconditional release of the Indemnifying Indemnified Party shall assume responsibility for defending from such Third-Third Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party elects to reject or otherwise abandon its assumption of such defense. If an undertake the defense against a Third Party Claim as provided by Section 10.8(b), the Indemnified Party shall cooperate with the Indemnifying Party elects not with respect to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee defense and shall have the right right, but not the obligation, to control participate in such defense and to employ separate counsel of its choosing at its own expense; provided, however, that such expense shall be the defense responsibility of such Third-the Indemnifying Party Claim, if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest (in which case the Indemnifying Party shall not be liable responsible for all expenses in respect of more than one counsel for the Indemnified Party in any single jurisdiction), or (ii) the Indemnified Party assumes the defense of the Third Party Claim after the Indemnifying Party has failed, in the reasonable fees and expenses incurred judgment of the Indemnified Party, to diligently defend the Third Party Claim after having elected to assume its defense. (d) If the Indemnifying Party (i) does not elect to assume the defense in accordance with Section 10.8(b), or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; provided, however, that the Indemnified Party shall not settle or compromise such Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by the Indemnitee in connection with assuming the defense of such Third-Third Party Claim. (de) Notwithstanding an election by an Indemnifying Party Subject to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgmentArticle V, the Indemnitee determines that the Indemnifying Indemnified Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control reasonably cooperate in the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-a Third Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel including by (including local counsel as appropriatei) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make making available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information all pertinent records, all materials, and materials all Information in such Partyeach other’s possession or under such Partyeach other’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing Third Party Claim, (ii) assisting with litigation defense strategy, investigations, discovery preparation, trial preparation, and similar activities with respect to the last sentence of Section 5.5(b)Third Party Claim, if and (iii) using commercially reasonable efforts to avoid taking any Indemnitee shall in good faith determine action, or omitting to take any action, that such Indemnitee would materially and the Indemnifying Party have adversely prejudice each other’s defense of, or actual or potential differing defenses or conflicts rights of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Partyrecovery with respect to, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Third Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable have no obligation in accordance with this Article X to an Indemnified Party for any Third Party Claim to the Indemnitee extent such Indemnified Party fails to keep comply with this Section 10.8(e) with respect to the Indemnitee reasonably informed of the progress of the Third-Third Party Claim and to notify such failure shall have materially and adversely prejudiced the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwiseIndemnifying Party.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee Indemnified Party shall receive written notice from, or otherwise learn of the assertion byof a claim, or commencement of an Action, by a Person Third Party against it (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (each, a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect that may give rise to which an Indemnifying Party may be obligated to provide a claim for indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen thirty (1430) days of the receipt of such written notice. Any , the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, which notice shall describe the Third-such Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoingdetail; provided, that the failure of an Indemnitee to provide such notice as provided in accordance with this Section 5.5(a) 10.8 shall not relieve an release the Indemnifying Party from any of its indemnification obligations under this Agreement, Article X except to the extent to which the such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject Each Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of each Third Party Claim at its expense and through counsel of its choice that is reasonably acceptable to the terms and conditions Indemnified Party if it gives notice of any applicable insurance policy its intention to do so to the Indemnified Party within thirty (30) days of the receipt of notice from the Indemnified Party in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromiseaccordance with Section 10.8(a), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel shall not, without the Indemnitee’s prior written consent (of the Indemnified Party, settle, compromise or offer to settle or compromise such consent not to be unreasonably withheld, conditioned or delayed)Third Party Claim; and provided, further, an Indemnifying that such Indemnified Party may shall not elect to defend withhold such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, consent if the nature settlement or compromise (i) contains no finding or admission of such Third-a violation of Law or a violation of the rights of a Person by the Indemnified Party Claim so requires)or any of its Affiliates, (ii) contains no finding or admission that would have an adverse effect on the Indemnified Party or any of its Affiliates as determined by the Indemnified Party in good faith, (iii) involves only monetary relief which the Indemnifying Party shall notify has agreed to pay and does not contain an injunction or other non-monetary relief affecting the Indemnitee Indemnified Party or any of its election whether Affiliates and (iv) includes a full, irrevocable unconditional release of the Indemnifying Indemnified Party shall assume responsibility for defending from such Third-Third Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party elects to reject or otherwise abandon its assumption of such defense. If an undertake the defense against a Third Party Claim as provided by Section 10.8(b), the Indemnified Party shall cooperate with the Indemnifying Party elects not with respect to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee defense and shall have the right right, but not the obligation, to control participate in such defense and to employ separate counsel of its choosing at its own expense; provided, that such expense shall be the defense responsibility of such Third-the Indemnifying Party Claim, if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest (in which case the Indemnifying Party shall not be liable responsible for all expenses in respect of more than one counsel for the Indemnified Party in any single jurisdiction), or (ii) the Indemnified Party assumes the defense of the Third Party Claim after the Indemnifying Party has failed, in the reasonable fees and expenses incurred judgment of the Indemnified Party, to diligently defend the Third Party Claim after having elected to assume its defense. (d) If the Indemnifying Party (i) does not elect to assume the defense in accordance with Section 10.8(b) or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; provided, that the Indemnified Party shall not settle or compromise such Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by the Indemnitee in connection with assuming the defense of such Third-Third Party Claim. (de) Notwithstanding an election by an Indemnifying Party Subject to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgmentArticle VI, the Indemnitee determines that the Indemnifying Indemnified Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control cooperate in the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-a Third Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel including by (including local counsel as appropriatei) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make expeditiously making available to the controlling Party, at the non-controlling Party’s expense, all witnesses, all pertinent records, all materials, and all information and materials in such Partyeach other’s possession or under such Partyeach other’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing Third Party Claim, (ii) assisting with litigation defense strategy, investigations, discovery preparation, trial preparation, and similar activities with respect to the last sentence of Section 5.5(b)Third Party Claim and (iii) using commercially reasonable efforts to avoid taking any action, if or omitting to take any Indemnitee shall in good faith determine action, that such Indemnitee would materially and the Indemnifying Party have adversely prejudice each other’s defense of, or actual or potential differing defenses or conflicts rights of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Partyrecovery with respect to, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Third Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable have no obligation in accordance with this Article X to an Indemnified Party for any Third Party Claim to the Indemnitee extent such Indemnified Party fails to keep comply with this Section 10.8(e) with respect to the Indemnitee reasonably informed of the progress of the Third-Third Party Claim and to notify such failure shall have materially and adversely prejudiced the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwiseIndemnifying Party.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH Nuvectra Group or a member of the Seaport Entertainment Greatbatch Group (a “Third Party”) of any claim claims or of the commencement by any such Person of any Action Proceeding (collectively, each such claim or Proceeding being a “Third-Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 3.3 or 5.33.4, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Spin-off Agreement, such Indemnitee shall promptly give such Indemnifying Party written notice thereof thereof, and in any event within fourteen (14) 10 days of receipt after such Indemnitee received notice of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a3.7(a) shall not relieve an the applicable Indemnifying Party of its indemnification obligations under this AgreementArticle III, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a)such failure. (b) Subject If the Indemnifying Party does not dispute its potential liability to the terms and conditions of any applicable insurance policy in place after Indemnitee, the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromisecompromise in accordance with the applicable provisions of this Section 3.7), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying any Third Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a3.7(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim. The failure to give such notice of election within the 30-day period shall be deemed a rejection of the opportunity to assume responsibility. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or non-defending Person, except that the Indemnifying Party, as Party shall be liable for the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding expenses of counsel employed by the foregoing, such Indemnitee (i) for any period during which the Indemnifying Party shall cooperate with the Party entitled to conduct and control has not assumed the defense of such Third-Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim in such defense and make available accordance with Section 3.7(a)) or (ii) to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine extent that such Indemnitee and the Indemnifying Party have engagement of counsel is as a result of actual or potential differing defenses or conflicts of interest between them interests that make joint representation inappropriate, then as reasonably determined in the Indemnitee shall Good Faith Judgment of the Indemnitee. (c) Notwithstanding anything to the contrary in this Section 3.7, (i) Greatbatch will have the right to employ separate counsel assume the defense of, and/or settle or compromise (or seek to settle or compromise or reject any proposed settlement or compromise), any Third Party Claim based upon any disclosure or omission with respect to Greatbatch’s QiG operating segment in any of Greatbatch’s reports filed pursuant to the Exchange Act or any financial statements or financial data with respect to Greatbatch’s QiG operating segment contained therein asserted in whole or in part against any member of the Greatbatch Group or any of their respective current or former officers, directors, employees or Affiliates and (ii) Greatbatch will have the right to settle or compromise such Third Party Claim without the consent of Nuvectra if such settlement or compromise provides for an unconditional and irrevocable release of all affected Nuvectra Indemnitees with respect to all Liabilities relating to the subject matter of such Third Party Claim without any admission of wrong-doing and does not involve any monetary damages (including local counsel monetary fines or penalties) or injunctive relief to be imposed upon Nuvectra or any member of the Nuvectra Group. (d) An Indemnifying Party’s defense of any Third Party Claim pursuant to Section 3.7(b) or (c) includes the right to compromise, settle or consent to the entry of any judgment or determination of liability concerning such Third Party Claim; provided, however, that, except as appropriate) and to participate provided in (but not control) the defenseSection 3.7(c), compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may not compromise, settle or compromise consent to the entry of judgment or determination of liability concerning any Third-Third Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent approval of the other Party, Indemnitee (which consent may not be unreasonably withheld, unless conditioned or delayed) if the terms or conditions of such compromise, settlement or consent would, (i) impose injunctive relief on the Indemnitee or any of its Affiliates, (ii) require the payment or performance by the Indemnitee of any amount other than the expenditure of an immaterial sum of money or (iii) in the reasonable judgment of the Indemnitee, have a material adverse financial impact or a material adverse effect upon the ongoing operations of the Indemnitee (taken together with its Subsidiaries). If the Indemnitee unreasonably withholds a consent required by this Section 3.7(d) to the terms of a compromise is solely or settlement of a Third Party Claim, proposed to the Indemnitee by the Indemnifying Party, the Indemnifying Party’s obligation to indemnify the Indemnitee for monetary damagessuch Third Party Claim, if any, shall not exceed the total amount that had been proposed in such compromise or settlement offer plus the amount of all expenses incurred by the Indemnitee with respect to such Third Party Claim through the date on which such compromise or settlement was requested. Notwithstanding any other provision of this Section 3.7, unless otherwise specifically agreed to by the Parties in writing (which agreement may not be unreasonably withheld, conditioned or delayed), neither Party shall enter into any compromise or settlement or consent to the entry of any judgment which does not involve any finding include as an unconditional and irrevocable term thereof the giving by the third party of a release of both the Indemnitee and the Indemnifying Party from all further Liabilities concerning such Third Party Claim. (e) If the Party having the right to elect to defend a particular Third Party Claim pursuant to Section 3.7(b) or determination of Liability(c) elects, wrongdoing or violation of Law by is deemed to have elected, not to defend a particular Third Party Claim, the other Party and provides for a fullmay defend such Third Party Claim without any prejudice to its rights to indemnification from the Indemnifying Party pursuant to this Article III. In such case, unconditional and irrevocable release (i) such other Party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third Party Claim as provided in Section 3.7(d) without the consent of the other PartyIndemnifying Party and (ii) the amount of such compromise, settlement or judgment shall be determinative of the amount of the Loss (but such compromise, settlement or judgment shall not necessarily be determinative of which party hereunder is entitled to indemnification). (f) The Indemnifying Party shall bear all costs and expenses of defending any Third Party Claim; provided, however, that (i) if both Parties may be Indemnifying Parties with respect to such Third Party Claim but only one Party is defending such Third Party Claim, the members of non-defending Party shall reimburse the other defending Party promptly upon demand by the defending Party for the non-defending Party’s respective Group proportionate share, allocated based on each Party’s proportionate responsibility for the Indemnifiable Loss pursuant to this Agreement, of all out-of-pocket costs and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability expenses reasonably incurred in connection with the Third-defending Party’s defense of such Third Party Claim. The , and (ii) if both Parties hereby agree that if a Party presents the other Party may be Indemnifying Parties with a written notice containing a proposal respect to settle or compromise a Third-such Third Party Claim and both Parties are defending such Third Party Claim, the Parties shall effect such reimbursements necessary so that each Party bears its proportionate share, allocated based on each Party’s proportionate responsibility for which either Party is seeking the Indemnifiable Loss pursuant to be indemnified hereunder this Agreement, of all out-of-pocket costs and expenses reasonably incurred in connection with the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt defense of such proposal, then the Third Party receiving such proposal shall be deemed to have consented to the terms of such proposalClaim. (g) The provisions of non-defending or co-defending Party shall make available to the defending Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the defending Party with respect to such defense; provided, however, that subject to Section 6.5 hereof, nothing in this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)3.7(g) shall be deemed to require a Party to make available books and records, communications, documents or items which (i) in such Party’s Good Faith Judgment could result in a waiver of any Privilege with respect to a third party even if Nuvectra and Greatbatch cooperated to protect such Privilege as contemplated by this Agreement, or (ii) such Party is not apply permitted to Taxes (Taxes being governed by the Tax Matters Agreement)make available because of any Law or any confidentiality obligation to a third party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (h) The With respect to any Third Party Claim in which both Parties are, or reasonably may be expected to be, named as parties, or that otherwise implicates both Parties to a material degree, the Parties shall reasonably cooperate with respect to such Third Party Claim and maintain a joint defense in a manner that will preserve applicable Privileges. (i) Upon final judgment, determination, settlement or compromise of any Third Party Claim, and unless otherwise agreed by the Parties in writing, the Indemnifying Party shall establish a procedure reasonably acceptable pay promptly on behalf of the Indemnitee, or to the Indemnitee in reimbursement of any amount theretofore required to keep be paid by it, all amounts required to be paid by the Indemnitee reasonably informed Indemnifying Party pursuant to this Article III with respect to such claim as determined by such final judgment, determination, settlement or compromise. (j) Notwithstanding anything to the contrary in this Section 3.7 but subject to Section 3.7(d), the Parties agree that (i) except for the Proceedings set forth on Schedule 3.7(j)(i), Greatbatch shall continue to control the defense of Proceedings pending on the date hereof and arising out of the progress Greatbatch Business and the Nuvectra Business, (ii) Nuvectra shall control the defense of the Third-Party Claim Proceedings pending on the date hereof and to notify arising out of the Indemnitee when any such Third-Party Claim is closed, regardless Nuvectra Business set forth on Schedule 3.7(j)(i) and (iii) the Parties shall jointly manage in accordance with Section 3.7(h) the defense of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwisethe Proceedings set forth on Schedule 3.7(j)(ii).

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Aptiv Group or the Seaport Entertainment Delphi Technologies Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b5.2(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion byof a claim, or commencement of an Action, by a Person Third Party against it (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectivelyeach, a “Third-Party Claim”) with respect that may give rise to which an Indemnifying Party may be obligated to provide a claim for indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, within thirty (30) days of the receipt of such notice, the Indemnitee shall give such the Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such Third-Party Claim, which notice shall describe the such Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoingdetail; provided, however, that the failure of an Indemnitee to provide such notice as provided in accordance with this Section 5.5(a) 5.7 shall not relieve an release the Indemnifying Party from any of its indemnification obligations under this AgreementSection 5.7(a), except to the extent to which the such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject Each Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of each Third-Party Claim at its expense and through counsel of its choice that is reasonably acceptable to the terms and conditions Indemnitee if it gives notice of any applicable insurance policy its intention to do so to the Indemnitee within thirty (30) days of the receipt of notice from the Indemnitee in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromiseaccordance with Section 5.7(a), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, however, that the Indemnifying Party will not select counsel shall not, without the Indemnitee’s prior written consent (of the Indemnitee, settle, compromise or offer to settle or compromise such consent not to be unreasonably withheld, conditioned or delayed)Third-Party Claim; provided, further, that such Indemnitee shall not withhold such consent if the settlement or compromise (i) contains no finding or admission of a violation of applicable Law or a violation of the rights of a Person by the Indemnitee or any of its Affiliates, (ii) contains no finding or admission that would have an Indemnifying Party may not elect to defend such Third-Party Claim in adverse effect on the event that defense Indemnitee or any of such Third-Party Claim would void or otherwise adversely impact its Affiliates as determined by the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(aGood Faith, (iii) (or sooner, if the nature of such Third-Party Claim so requires), involves only monetary relief which the Indemnifying Party shall notify has agreed to pay and does not contain an injunction or other non-monetary relief affecting the Indemnitee or any of its election whether Affiliates, and (iv) includes a full, irrevocable unconditional release of the Indemnifying Party shall assume responsibility for defending Indemnitee from such Third-Party Claim. After notice from an . (c) If the Indemnifying Party elects to an undertake the defense against a Third-Party Claim as provided by Section 5.7(b), the Indemnitee shall cooperate with the Indemnifying Party with respect to such defense and shall have the right, but not the obligation, to participate in such defense and to employ separate counsel of its election choosing at its own expense; provided, however, that such expense shall be the responsibility of the Indemnifying Party if (i) the Indemnifying Party and the Indemnitee are both named parties to the proceedings and the Indemnitee shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest (in which case the Indemnifying Party shall not be responsible for expenses in respect of more than one counsel for the Indemnitee in any single jurisdiction), or (ii) the Indemnitee assumes the defense of the Third-Party Claim after the Indemnifying Party has failed, in the reasonable judgment of the Indemnitee, to diligently defend the Third-Party Claim after having elected to assume its defense. (d) If the Indemnifying Party (i) does not elect to assume the defense in accordance with Section 5.7(b), or (ii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim within ten (10) days after receiving written notice from the Indemnitee to the effect that the Indemnifying Party has so failed, the Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected obligation to assume its own defense; provided, however, that the defense of a Third-Party Claim, then such Indemnifying Party Indemnitee shall be solely liable for all fees and expenses incurred by it in connection with the defense of not settle or compromise such Third-Party Claim and without the consent of the Indemnifying Party, which consent shall not be entitled unreasonably withheld. For the avoidance of doubt, the Indemnitee’s right to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall not be liable for all reasonable fees and expenses incurred adversely affected by the Indemnitee in connection with assuming the defense of such Third-Party Claim. (de) Notwithstanding an election by an Subject to Article VII, the Indemnitee and the Indemnifying Party to defend shall reasonably cooperate in the defense of a Third-Party Claim including by (i) making available all witnesses, all pertinent records, all materials, and all Information in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice each other’s possession or under each other’s control relating to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faithClaim, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i))assisting with litigation defense strategy, (iii) the Indemnifying Party makes a general assignment for the benefit of creditorsinvestigations, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolventdiscovery preparation, or (iv) there occurs a change of control of the Indemnifying Party. In addition trial preparation, and similar activities with respect to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the (iii) using commercially reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of efforts to avoid taking any Third-Party Claimaction, or an Indemnifying Party omitting to take any action, that has failed to elect to defend would materially and adversely prejudice each other’s defense of, or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts rights of interest between them that make joint representation inappropriaterecovery with respect to, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Indemnifying Party presents the other Party shall have no obligation in accordance with a written notice containing a proposal this Section 5.7(e) to settle or compromise a an Indemnitee for any Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting extent such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed Indemnitee fails to have consented to the terms of such proposal. (g) The provisions of comply with this Section 5.5 (other than this Section 5.5(g)5.7(e) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply with respect to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify such failure shall have materially and adversely prejudiced the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwiseIndemnifying Party.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee If any Third Party shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of make any claim or of the commencement by commence any arbitration proceeding or suit (each such Person of any Action (collectivelyclaim, proceeding or suit being a “Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against CoffeeCo or DutchCo under Section 10.2 or against ▇▇▇▇ ▇▇▇ under Section 10.3, such Indemnified Party shall promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice of the Third-Party Claim, give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party to provide notice in accordance with this Section 5.5(a10.7(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)notice. (b) Subject The Indemnifying Party shall have 30 days after receipt of the notice referred to in Section 10.7(a) to notify the Indemnified Party that it elects to conduct and control the defense of such Third-Party Claim. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion subject to the provisions of this Section 10.7, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms and conditions of this Section 10.7(b) the amount of any applicable insurance policy in place after Expense or Loss subject to indemnification hereunder resulting from such Third-Party Claim. If the Effective Time, an Indemnifying Party may elect gives the foregoing notice within such 30-day period, the Indemnifying Party shall have the right to defend (undertake, conduct and control, through counsel reasonably acceptable to seek to settle or compromise)the Indemnified Party, and at such the Indemnifying Party’s own expense sole expense, the conduct and by settlement of such Third-Party Claim, and the Indemnified Party shall use commercially reasonable efforts to cooperate with the Indemnifying Party’s own counselParty in connection therewith; provided, however, that: (i) the Indemnifying Party shall use commercially reasonable efforts to prevent any lien, encumbrance or other adverse charge to thereafter attach to any Asset of any Indemnified Party; (ii) the Indemnifying Party shall use commercially reasonable efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel chosen by the Indemnified Party (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be borne by the Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party will not select counsel should pay for such counsel, (B) in the Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such Third-Party Claim or (C) the Indemnifying Party shall have assumed responsibility for such Third-Party Claim with any reservations or exceptions; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article X the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. In no event shall the Indemnifying Party, without the Indemniteeprior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim. (c) If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third-Party Claim as provided in Section 10.7(b), the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (d) Subject to Section 10.7(e), no Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third-Party Claim without the Indemnified Party’s prior written consent (such which consent will not to be unreasonably withheld, conditioned or delayed); provided, furtherhowever, an that if the Indemnifying Party may not elect to defend such assumes the defense of any Third-Party Claim in Claim, the event that defense Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim would void or otherwise adversely impact that the Indemnitee’s insurance policy. Within thirty (30) days after Indemnifying Party may recommend and that by its terms obligates the receipt Indemnifying Party to pay the full amount of notice from an Indemnitee Indemnifiable Losses in accordance connection with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), and unconditionally and irrevocably releases the Indemnifying Indemnified Party shall notify the Indemnitee of and its election whether the Indemnifying Party shall assume responsibility for defending Affiliates completely from all Liability in connection with such Third-Party Claim; provided, further, that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any of its Affiliates or (ii) in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. After notice from an Whether or not the Indemnifying Party to an Indemnitee of its election to assume shall have assumed the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in Indemnified Party will not (but not controlunless required by law) the defense, compromiseadmit any liability with respect to, or settlement thereofsettle, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claimcompromise or discharge, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to without the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, (which consent may will not be unreasonably withheld, unless such settlement conditioned or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreementdelayed). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee If any Third Party shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of make any claim or of the commencement by commence any arbitration proceeding or suit (each such Person of any Action (collectivelyclaim, proceeding or suit being a “Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Columbia under Section 8.2 or against NiSource under Section 8.3, such Indemnified Party shall promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice of the Third-Party Claim, give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party to provide notice in accordance with this Section 5.5(a8.6(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle VIII, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)notice. (b) Subject The Indemnifying Party shall have 30 days after receipt of the notice referred to in Section 8.6(a) to notify the Indemnified Party that it elects to conduct and control the defense of such Third-Party Claim. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion subject to the provisions of this Section 8.6, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms and conditions of this Section 8.6(b) the amount of any applicable insurance policy in place after Expense or Loss subject to indemnification hereunder resulting from such Third-Party Claim. If the Effective Time, an Indemnifying Party may elect gives the foregoing notice within such 30-day period, the Indemnifying Party shall have the right to defend (undertake, conduct and control, through counsel reasonably acceptable to seek to settle or compromise)the Indemnified Party, and at such the Indemnifying Party’s own expense sole expense, the conduct and by settlement of such Third-Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party’s own counselParty in connection therewith; provided, however, that: (i) the Indemnifying Party shall use its reasonable best efforts to prevent any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel chosen by the Indemnified Party (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be borne by the Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel, (B) in the Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such Third-Party Claim or (C) the Indemnifying Party shall have assumed responsibility for such Third-Party Claim without any reservations or exceptions; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article VIII the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. (c) If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third-Party Claim as provided in Section 8.6(b), the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (d) Subject to Section 8.6(e), no Indemnifying Party will not select counsel consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third-Party Claim without the IndemniteeIndemnified Party’s prior written consent (such which consent will not to be unreasonably withheld, conditioned or delayed); provided, furtherhowever, an that if the Indemnifying Party may not elect to defend such assumes the defense of any Third-Party Claim in Claim, the event that defense Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim would void that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of indemnifiable Expenses or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee Losses in accordance connection with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), and unconditionally and irrevocably releases the Indemnifying Indemnified Party shall notify the Indemnitee of and its election whether the Indemnifying Party shall assume responsibility for defending Affiliates completely from all Liability in connection with such Third-Party Claim; provided further that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any of its Affiliates or (ii) in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. After notice from an Whether or not the Indemnifying Party to an Indemnitee of its election to assume shall have assumed the defense of a Third-Party Claim, the Indemnified Party will not (unless required by Law) admit any liability with respect to, or settle, compromise or discharge, such Indemnitee Third-Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). (e) If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party is not contesting such Third-Party Claim in good faith or is not settling such Third-Party Claim in accordance with this Section 8.6, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses undertake control of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty upon five (305) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon written notice to the Indemnifying PartyParty and thereafter to defend, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgmentcontest, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently settle or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of compromise such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence exercise of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemniteesits exclusive discretion. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without For the prior written consent avoidance of doubt, the provisions of this Section 8.6 are in furtherance of the other Party, which consent may provisions of Section 9.1 and shall not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to in any way limit or otherwise modify the terms of such proposalParties’ rights and obligations under Section 9.1. (g) The To the extent that, with respect to any claim governed by Tax Allocation Agreement, there is any inconsistency between the provisions of such Article and of this Section 5.5 (other than this Section 5.5(g)) and 8.6, the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by of the Tax Matters Agreement)Allocation Agreement shall control with respect to such claim. (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH Pentair Group or the Seaport Entertainment nVent Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 4.2 or 5.34.3, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen as promptly as practicable (14and no later than thirty (30) days or sooner, if the nature of receipt the Third-Party Claim so requires) after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a4.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such any Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a4.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel (at the sole cost and expense of the Indemnitee) and to participate in be apprised of or updated with respect to (but not controlcontrol or participate in) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any a Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 4.5(b), such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to may defend such Third-Party Claim (other than as contemplated by at the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control cost and expense of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and . (d) Unless the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then has failed to assume the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement defense of the applicable Third-Party ClaimClaim in accordance with the terms of this Agreement, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An no Indemnitee that does not conduct and control the defense of any Third-Party Claim, may settle or an Indemnifying Party that has failed compromise or attempt to elect to defend settle or that is not permitted to elect or defend pursuant to Section 5.5(b)compromise, any Third-Party Claim as contemplated hereby, nevertheless shall have without the right to employ separate counsel (including local counsel as appropriate) consent of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but except for any portion of Liabilities not related to any reservations or exceptions made by the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (fe) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without In the prior written consent case of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The no Indemnifying Party shall establish a procedure reasonably acceptable attempt to the Indemnitee consent or consent to keep the Indemnitee reasonably informed entry of the progress any judgment or attempt to enter into or enter into any settlement of the Third-Party Claim and to notify without the consent, which shall not be unreasonably withheld, of the Indemnitee when if the effect thereof is to permit any such injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. (f) For the avoidance of doubt, the provisions of this Article IV shall apply to Third-Party Claim is closed, regardless of whether such Claims that have already been asserted as well as Third-Party Claim was resolved by settlementClaims asserted after the date hereof, verdict, dismissal or otherwiseand there shall be no requirement under this Section 4.5 to give notice with respect to any Third-Party Claims that have already been asserted as of the Effective Time.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee If any Third Party shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of make any claim or of the commencement by commence any arbitration proceeding or suit (each such Person of any Action (collectivelyclaim, proceeding or suit being a “Third-Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against H&S under Section 10.2 or against Fortune Brands under Section 10.3, such Indemnified Party shall promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice of the Third-Party Claim, give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party to provide notice in accordance with this Section 5.5(a10.6(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)notice. (b) Subject The Indemnifying Party shall have 30 days after receipt of the notice referred to in Section 10.6(a) to notify the Indemnified Party that it elects to conduct and control the defense of such Third-Party Claim. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion subject to the provisions of this Section 10.6, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms and conditions of this Section 10.6(b) the amount of any applicable insurance policy in place after Expense or Loss subject to indemnification hereunder resulting from such Third-Party Claim. If the Effective Time, an Indemnifying Party may elect gives the foregoing notice within such 30-day period, the Indemnifying Party shall have the right to defend (undertake, conduct and control, through counsel reasonably acceptable to seek to settle or compromise)the Indemnified Party, and at such the Indemnifying Party’s own expense sole expense, the conduct and by settlement of such Third-Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party’s own counselParty in connection therewith; provided, however, that: (i) the Indemnifying Party shall use its reasonable best efforts to prevent any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel chosen by the Indemnified Party (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be borne by the Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party will not select counsel should pay for such counsel, (B) in the Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such Third-Party Claim or (C) the Indemnifying Party shall have assumed responsibility for such Third-Party Claim with any reservations or exceptions; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article X the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. In no event shall the Indemnifying Party, without the Indemniteeprior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim. (c) If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third-Party Claim as provided in Section 10.6(b), the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (d) Subject to Section 10.6(e), no Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third-Party Claim without the Indemnified Party’s prior written consent (such which consent will not to be unreasonably withheld, conditioned or delayed); provided, furtherhowever, an that if the Indemnifying Party may not elect to defend such assumes the defense of any Third-Party Claim in Claim, the event that defense Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim would void or otherwise adversely impact that the Indemnitee’s insurance policy. Within thirty (30) days after Indemnifying Party may recommend and that by its terms obligates the receipt Indemnifying Party to pay the full amount of notice from an Indemnitee Indemnifiable Losses in accordance connection with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), and unconditionally and irrevocably releases the Indemnifying Indemnified Party shall notify the Indemnitee of and its election whether the Indemnifying Party shall assume responsibility for defending Affiliates completely from all Liability in connection with such Third-Party Claim; provided further that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any of its Affiliates or (ii) in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. After notice from an Whether or not the Indemnifying Party to an Indemnitee of its election to assume shall have assumed the defense of a Third-Party Claim, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Indemnitee Third-Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). (e) If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party is not contesting such Third-Party Claim in good faith or is not settling such Third-Party Claim in accordance with this Section 10.6, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses undertake control of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty upon five (305) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon written notice to the Indemnifying PartyParty and thereafter to defend, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgmentcontest, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently settle or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of compromise such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence exercise of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemniteesits exclusive discretion. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, this Agreement or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen as soon as reasonably practicable, but no later than thirty (1430) days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in this Section 5.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a5.05(a). (b) Subject The Indemnifying Party shall have the right, exercisable by written notice to the terms and conditions of any applicable insurance policy Indemnitee, which notice shall acknowledge in place after writing the Effective Timeindemnification obligation, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) within 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a5.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (x) Mixed Actions shall be managed in accordance with Section 5.12(c) and (y) the Indemnifying Party shall notify not have the Indemnitee right to control the defense of its election whether any Third-Party Claim (i) to the Indemnifying Party shall assume responsibility for defending extent such Third-Party Claim. After notice from an Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) or (ii) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party to an controlling such defense will affect the Indemnitee of or its election Group in a materially adverse manner. (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in Claim (but or is not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected permitted to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b)) in accordance with this Agreement, or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 5.05(b), such Indemnitee shall have the right to control the defense of may defend such Third-Party Claim, in which case . If the Indemnifying Party shall be liable for all reasonable fees elects (and expenses incurred by is permitted) to assume the Indemnitee defense of a Third-Party Claim in connection accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim. (d) Notwithstanding an election by an If the Indemnifying Party elects (and is permitted) to defend assume the defense of a Third-Party Claim in circumstances where an accordance with the terms of this Agreement, the Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, an Indemnitee mayhowever, upon notice to that if (x) the Indemnifying Party, elect Party fails to take over reasonable steps necessary to defend diligently such Third-Party Claim, (y) the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim if pursuant to Section 5.05(b) or (iz) in its exercise the Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of reasonable business judgmentboth the Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faithmay assume its own defense, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual will be liable for all reasonable costs or potential differing defenses expenses paid or conflicts of interest between them that make joint representation inappropriateincurred in connection with such defense. The Indemnifying Party or the Indemnitee, then as the Indemnitee case may be, shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but but, subject to the prior sentence, not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of at its own choosing to monitor and participate in (but not control) expense, the defense of any Third-Party Claim for which it that the other is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, defending as the case may be, and the provisions of Section 5.5(cprovided in this Agreement. (e) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the No Indemnifying Party shall bear the reasonable fees and expenses consent to entry of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle any judgment or compromise enter into any settlement of any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Partyapplicable Indemnitee or Indemnitees; provided, however, that such consent shall not be required if the judgment or settlement: (i) contains no finding or admission of Liability with respect to any such Indemnitee or Indemnitees; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; and (iii) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent may of an Indemnitee (not to be unreasonably withheld, unless conditioned or delayed) shall be required for any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment or other non-monetary relief to be entered, directly or indirectly, against such settlement Indemnitee (other than any such injunctive or compromise other non-monetary relief that is immaterial and solely for monetary incidental to the granting of money damages, does ). (f) Whether or not involve any finding or determination the Indemnifying Party assumes the defense of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party , no Indemnitee shall admit any liability with a written notice containing a proposal to settle respect to, or settle, compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposaldischarge, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closedwithout the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal conditioned or otherwisedelayed).

Procedures for Indemnification of Third Party Claims. (a) IfTransferor shall, at or and shall cause the other Transferor Indemnitees to, notify GPI in writing promptly after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) learning of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect Claim for which any Transferor Indemnitee intends to seek indemnification from GPI under this Agreement. Issuer shall, and shall cause the other Issuer Indemnitees to, notify Transferor in writing promptly after learning of any Third-Party Claim for which an any Issuer Indemnitee intends to seek indemnification from Transferor under this Agreement. The failure of any Indemnitee to give such notice shall not relieve any Indemnifying Party may be obligated of its obligations under this ARTICLE VIII, except to provide indemnification the extent (and only to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give the extent) that such Indemnifying Party written notice thereof within fourteen (14) days of receipt of is actually prejudiced by such written failure to give notice. Any such Such notice shall (i) describe the such Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by considering the Indemnitee relating information provided to the Third-Party Claim. Notwithstanding the foregoingIndemnitee, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a(ii) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreementindicate, except to the extent determinable, the estimated amount of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee and the nature of the claim and (iii) contain a reference to the provisions of this Agreement in respect of which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a)such right of indemnification is claimed or arises. (b) Subject to the terms and conditions of any applicable insurance policy Except as otherwise provided in place after the Effective TimeSection 8.3(c), an Indemnifying Party may elect may, by notice to defend the Indemnitee within 30 days after receipt by such Indemnifying Party of such Indemnitee’s notice of a Third-Party Claim, undertake (and to seek to settle itself or compromise)through one of its Subsidiaries) the defense or settlement of such Third-Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counselcounsel reasonably satisfactory to the Indemnitee; provided, provided that the Indemnifying Party will not select counsel without Indemnitee shall be entitled to have sole control over the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such defense and settlement of any Third-Party Claim in the event that defense of such Third-Party Claim would void (i) seeking an injunction or otherwise adversely impact other equitable relief against the Indemnitee’s insurance policy. Within thirty , (30ii) days after involving any criminal or quasi-criminal Litigation Matter, allegation or indictment to which the receipt of notice from an Indemnitee in accordance with Section 5.5(ais a party, (iii) (or sooner, if the nature of such Third-Party Claim so requires), which the Indemnifying Party shall notify has failed or, in the reasonable determination of the Indemnitee, is failing to defend or otherwise prosecute diligently or (iv) involving a material supplier, material customer or other material business relationship of the Indemnitee or any of its election whether Affiliates, in the case of each of clauses (i) through (iii), at the cost and expense of the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defenseParty. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control undertakes the defense of any Third-Party Claim, or an such Indemnifying Party that has failed to elect to defend shall control the investigation and defense or that is settlement thereof, and the Indemnitee may not permitted to elect settle or defend pursuant to Section 5.5(b), any compromise such Third-Party Claim without the prior written consent of the Indemnifying Party. In any event, the Indemnifying Party shall not (x) require any Indemnitee, without Indemnitee’s prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement or refrain from doing so, that would be in violation of Law, or (y) without the prior written consent of the Indemnitee and of Transferor, if the Indemnitee is a Transferor Indemnitee, or the Indemnitee and of Issuer, if the Indemnitee is an Issuer Indemnitee, consent to any settlement that does not include as contemplated hereby, nevertheless shall have a part thereof an unconditional release of the right relevant Indemnitees from Liability with respect to employ separate counsel (including local counsel as appropriate) such Third-Party Claim or that requires the Indemnitee or any of its own choosing Representatives or Affiliates to monitor and make any payment that is not fully indemnified by the Indemnifying Party under this Agreement or to be subject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, as specified herein, the Indemnitees may participate in (but not control) such investigation and defense, at their own expense. Until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim for which it is a potential as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder and any fees and expenses of the Indemnitee that are incurred in connection therewith prior to the date the Indemnifying Party has undertaken the defense shall be borne by the Indemnifying Party. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, but then such Indemnifying Party shall not be entitled to undertake the fees defense or settlement of such Third-Party Claim, and counsel for the Indemnifying Party shall be entitled to conduct the defense or settlement of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one separate firm of attorneys (in addition to reasonably necessary local counsel(s), if any) reasonably satisfactory to the Indemnifying Party) shall be at the expense of paid by such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to it being understood that both such fees and expenses. Notwithstanding the foregoing, such Party counsel shall cooperate with the Party entitled each other to conduct and control the defense or settlement of such Third-Party Claim as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnitees (in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing reasonably necessary local counsel(s) and the last sentence of Section 5.5(b)its own counsel, if any) in connection with any Indemnitee shall one Litigation Matter, or separate but similar or related Litigation Matters, in good faith determine that such Indemnitee and the same jurisdiction arising out of the same general allegations or circumstances. (e) If the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then undertakes the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise defense or settlement thereofof a Third-Party Claim, and (i) the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the status of, and all material developments relating to or in connection with, such Third-Party Claim and to notify shall provide the Indemnitee when any with reasonable access to all written, and summaries of all oral, correspondence, drafts of settlements agreements, court filings and all other notices and documents received or transmitted by the Indemnifying Party relating to such Third-Party Claim is closed, regardless of whether such and (ii) the Indemnitee shall make available to the Indemnifying Party and its counsel all information and documents reasonably available to it which relate to any Third-Party Claim was resolved by settlementClaim, verdictand otherwise cooperate as may reasonably be required in connection with the investigation, dismissal defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement. In the event the Indemnitee is undertaking the defense or otherwisesettlement of a Third-Party Claim, the Indemnifying Party shall make available to the Indemnitee and its counsel all information and documents reasonably available to it which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Aptiv Group or the Seaport Entertainment Delphi Technologies Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b5.2(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal Proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, from a Person (including any Governmental Authority) who is not a member of the HHH RemainCo Group or the Seaport Entertainment SpinCo Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 7.2 or 5.37.3, or any other Section of this Agreement or, subject to Section 5.137.14, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a7.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a7.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying any Third Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a7.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b7.5(b), an a Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriatenecessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c7.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, subject to Section 8.7, such Party party shall cooperate with the Party party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Partyparty, at the non-controlling Partyparty’s expense, all witnesses, information and materials in such Partyparty’s possession or under such Partyparty’s control relating thereto as are reasonably required by the controlling Partyparty. In addition to the foregoing and the last sentence of Section 5.5(b)foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriatenecessary) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party party may settle or compromise any Third-Party Claim for which either Party party is seeking to be indemnified hereunder without the prior written consent of the other Partyparty, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing party from all Liability in connection with the Third-Party Claim. The Parties parties hereby agree that if a Party party presents the other Party party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party party is seeking to be indemnified hereunder and the Party party receiving such proposal Proposal does not respond in any manner to the Party party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) Schedule 7.5(g) identifies certain pending Third-Party Claims with respect to which Liabilities will be allocated and the other actions taken as set forth therein. With respect to the Third-Party Claims identified in Schedule 7.5(g), in the event of any conflict between the provisions of this Article VII and the provisions of Schedule 7.5(g), the latter shall govern. There shall be no requirement under this Section 7.5 to give notice with respect to any Third-Party Claims identified in Schedule 7.5(g), that exist as of the Effective Time. (h) The provisions of this Section 5.5 7.5 (other than this Section 5.5(g7.5(h)) and the provisions of Section 5.6 (other than Section 5.6(f)) 7.6 shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (hi) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, this Agreement or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) as soon as reasonably practicable, but no later than 30 days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in this Section 6.05(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a6.05(a). (b) Subject The Indemnifying Party shall have the right, exercisable by written notice to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) Indemnitee within 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a6.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (x) DT Midstream shall not be entitled to control the defense of any Third-Party Claim in respect of a Mixed Action and (y) the Indemnifying Party shall notify not have the Indemnitee right to control the defense of its election whether any Third-Party Claim (i) to the Indemnifying Party shall assume responsibility for defending extent such Third-Party Claim. After notice from an Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) or (ii) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party to an controlling such defense will affect the Indemnitee of or its election Group in a materially adverse manner. (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in Claim (but or is not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected permitted to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b)) in accordance with this Agreement, or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 6.05(b), such Indemnitee shall have the right to control the defense of may defend such Third-Party Claim, in which case . If the Indemnifying Party shall be liable for all reasonable fees elects (and expenses incurred by is permitted) to assume the Indemnitee defense of a Third-Party Claim in connection accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim. (d) Notwithstanding an election by an If the Indemnifying Party elects (and is permitted) to defend assume the defense of a Third-Party Claim in circumstances where an accordance with the terms of this Agreement, the Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, an Indemnitee mayhowever, upon notice to that if the Indemnifying Party, elect Party fails to take over reasonable steps necessary to defend diligently such Third-Party Claim, or the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgmentpursuant to Section 6.05(b), the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faithmay assume its own defense, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual will be liable for all reasonable costs or potential differing defenses expenses paid or conflicts of interest between them that make joint representation inappropriateincurred in connection with such defense. The Indemnifying Party or the Indemnitee, then as the Indemnitee case may be, shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but but, subject to the prior sentence, not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of at its own choosing to monitor and participate in (but not control) expense, the defense of any Third-Party Claim for which it that the other is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, defending as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim provided in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Partythis Agreement. In addition to the foregoing and the last sentence of Section 5.5(b)event, if any Indemnitee shall in good faith determine however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear will pay the reasonable fees and expenses of one such counsel counsel. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the consent of the applicable Indemnitee or Indemnitees; provided, however, that such consent shall not be required if the judgment or settlement: (i) contains no finding or admission of Liability with respect to any such Indemnitee or Indemnitees; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; and local counsel (as appropriateiii) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent of an Indemnitee (not to be unreasonably withheld, conditioned or delayed) shall be required for all Indemniteesany entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnitee. (f) Neither Whether or not the Indemnifying Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without assumes the prior written consent defense of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party , no Indemnitee shall admit any liability with a written notice containing a proposal to settle respect to, or settle, compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposaldischarge, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closedwithout the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal conditioned or otherwisedelayed).

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, from a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) Party of any claim or of demand or the commencement by any such Person of any Action (collectivelyeach, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or Section 5.3, or any other Section provision of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall promptly (but in no event more than 30 days following receipt of such claim or demand) give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written noticethereof. Any such notice shall describe (i) state that the Third-Party Claim Indemnitee has paid or, incurred Losses, or reasonably anticipates that the Indemnitee will pay or incur Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement; (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date (if any) such item was paid or incurred, the basis for any reasonably anticipated Losses and the nature of the misrepresentation, breach of warranty, breach of covenant or other claim to which each such item is related and (iii) include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such any Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) 60 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an ; provided that if the Indemnifying Party fails to an notify the Indemnitee of its election in accordance with the foregoing sentence, the Indemnifying Party shall be deemed to assume the defense of a elect not to defend (or to seek to settle or compromise) such Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim (including its counsel) and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if at the cost and expense of the Indemnifying Party (i) in its exercise of reasonable business judgment, to the Indemnitee determines that the Indemnifying Party is not defending extent such Third-Party Claim competently relates to any actual or in good faithalleged criminal Action, allegation or investigation, (ii) to the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend extent such Third-Party Claim (other than seeks an injunction or equitable relief against an Indemnitee as contemplated by the foregoing clause (i)), primary remedy or (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if extent any Indemnitee determines in good faith shall reasonably determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate. (e) If the Indemnifying Party elects to assume the defense of a Third-Party Claim in accordance with this Agreement, then (i) the Indemnitee shall have the right to employ may retain separate counsel (including local counsel as appropriatenecessary) of its own choosing to monitor and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim at its own cost and expense subject to limitations to preserve Privilege or Third Party confidentiality and (ii) the Indemnitee may not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party; provided that the Indemnitee may choose separate counsel at the sole cost and expense of the Indemnifying Party in the event that outside counsel to the Indemnitee reasonably determines that a conflict of interest arises between the Indemnitee and the Indemnifying Party or both the Indemnitee and the Indemnifying Party are named parties to such Third-Party Claim and there are material differing defenses between them that make joint representations inappropriate, but shall not be entitled to determine or conduct the defense of such Third-Party Claim or settlement negotiations with respect to such Third-Party Claim, or an . (f) An Indemnifying Party that has failed to does not elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any a Third-Party Claim as contemplated hereby, hereby nevertheless shall have the right to employ separate counsel (including local counsel as appropriatenecessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee Indemnifying Party at its own cost and expense, subject to limitations to preserve Privilege or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expensesThird Party confidentiality. Notwithstanding Without limiting the foregoing, such subject to Section 6.6, each Party shall act in good faith and cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such non-controlling Party’s possession or under such non-controlling Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (fg) Neither Notwithstanding the foregoing in this Section 5.5, no Party may may, or permit any of its Subsidiaries to, settle or compromise any Third-Party Claim for which either Party any Indemnitee is seeking or would seek to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party Group and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party who elects to defend a Third-Party Claim pursuant to Section 5.5(b) shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the any Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, an Indemnitee If any third party shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of make any claim or of the commencement by commence any such Person of any Action arbitration proceeding or suit (collectively, a “Third-Third Party Claim”) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against any Halyard Party under Section 10.2 or against ▇▇▇▇▇▇▇▇-▇▇▇▇▇ under Section 10.3, such Indemnified Party shall promptly give written notice to the Indemnifying Party may be obligated to provide indemnification to describing such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an Indemnitee any Indemnified Party to provide notice in accordance with this Section 5.5(a10.6(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle X, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an The Indemnifying Party may elect shall have 30 days after receipt of the notice referred to defend (in Section 10.6(a) to notify the Indemnified Party that it elects to conduct and to seek to settle or compromise), at control the defense of such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that Third Party Claim. If the Indemnifying Party will does not select counsel without give the Indemnitee’s prior written consent (foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Third Party Claim in the event that defense exercise of its exclusive discretion subject to the provisions of Section 10.6(c), and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee Indemnified Parties in accordance with the other terms of this Section 5.5(a10.6(b) (the amount of any Expense or sooner, if Loss resulting from their liability to the nature of such Third-third party claimant. If the Indemnifying Party Claim so requires)gives the foregoing notice, the Indemnifying Party shall notify have the Indemnitee right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of its election whether such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) the Indemnifying Party shall assume responsibility for defending such Third-not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party Claim. After notice from an shall not thereby permit any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, monitor such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, conduct or settlement thereofand shall provide the Indemnified Party and such counsel with such information regarding such Third Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel chosen by the Indemnified Party (including allocated costs of in-house counsel and other personnel) shall be borne by the expense of such Indemnitee except as otherwise expressly set forth herein. Indemnified Party unless (cA) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party and the Indemnified Party shall have mutually agreed to reject or otherwise abandon its assumption the retention of such defense. If an counsel or (B) the named parties to any such Third Party Claim include the Indemnified Party and the Indemnifying Party elects not and in the reasonable opinion of counsel to assume responsibility for defending any Third-the Indemnified Party Claim, is not permitted representation of both parties by the same counsel would be inappropriate due to elect to defend a Third-Party Claim pursuant to Section 5.5(b), actual or fails to notify an Indemnitee likely conflicts of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claiminterest between them, in either of which case cases the reasonable fees and disbursements of counsel for such Indemnified Party (including allocated costs of in-house counsel and other personnel) shall be paid by the Indemnified Party; and (iv) the Indemnifying Party shall be liable agree promptly to reimburse to the extent required under this Article X the Indemnified Party for the full amount of any Expense or Loss resulting from such Third Party Claim and all reasonable fees and related expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to Indemnified Party. In no event shall the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnified Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking any claim or consent to be indemnified hereunder and the Party receiving such proposal entry of any judgment that does not respond in any manner include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt a release from all liability in respect of such proposal, then claim. If the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure not have undertaken the conduct and control of the defense of any Third Party Claim as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnitee Indemnified Party to keep monitor the Indemnitee conduct or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third Party Claim as either of them may reasonably informed request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (c) So long as the Indemnifying Party is contesting any such Third Party Claim in its reasonable good faith judgment, the Indemnified Party shall not pay or settle any such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim, provided that in such event the Indemnified Party shall waive any right to indemnity therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as an Expense or a Loss under this Article X. If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party is not contesting such Third Party Claim in good faith, the Indemnified Party shall have the right to undertake control of the progress defense of such Third Party Claim upon five days written notice to the Indemnifying Party and thereafter to defend, contest, settle or compromise such Third Party Claim in the exercise of its exclusive discretion. If the Indemnified Party shall have undertaken the conduct and control of the Third-defense of any Third Party Claim as provided above, the Indemnified Party, on not less than 45 days prior written notice to the Indemnifying Party, may make settlement (including payment in full) of such Third Party Claim, and such settlement shall be binding upon the Parties for the purposes hereof, unless within said 45-day period the Indemnifying Party shall have requested the Indemnified Party to notify the Indemnitee when any contest such Third-Third Party Claim is closedat the expense of the Indemnifying Party. In such event, regardless the Indemnified Party shall promptly comply with such request and the Indemnifying Party shall have the right to direct the defense of whether such Thirdclaim or any litigation based thereon subject to all of the conditions of Section 10.6(b). Notwithstanding anything in this Section 10.6(c) to the contrary, if the Indemnified Party, in the good-faith belief that a claim may materially and adversely affect it other than as a result of money damages or other money payments, advises the Indemnifying Party Claim was resolved that it has determined to settle a claim, the Indemnified Party shall have the right to do so at its own cost and expense, without any requirement to contest such claim at the request of the Indemnifying Party, but without any right under the provisions of this Article X for indemnification by settlement, verdict, dismissal or otherwisethe Indemnifying Party.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If any Person entitled to indemnification hereunder (an Indemnitee "Indemnitee") shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-"Third Party Claim”") with respect to which any party (an "Indemnifying Party Party") may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 6.1 or 5.36.2, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Agreementother agreement or document contemplated by this Agreement or otherwise, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen twenty (1420) days of receipt after becoming aware of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a6.3(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle VI, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel; provided, that the Indemnifying any Third Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a6.3(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth hereinin Section 6.3(c). (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 6.3(b), such Indemnitee shall have may defend such Third Party Claim at the right to control the defense cost and expense (including allocated costs of such Thirdin-Party Claim, in which case house counsel and other personnel) of the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party ClaimParty. (d) Notwithstanding an election by an Unless the Indemnifying Party has failed to defend a Third-assume the defense of the Third Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)accordance with the terms of this Agreement, an no Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-may settle or compromise any Third Party Claim if (i) in its exercise of reasonable business judgment, without the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control consent of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the No Indemnifying Party shall bear consent to entry of any judgment or enter into any settlement of the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Third Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other Party, which consent may not be unreasonably withheld, unless such settlement order or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking nonmonetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly, against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, from a Person (including any Governmental Authority) who is not a member of the HHH ConocoPhillips Group or the Seaport Entertainment ▇▇▇▇▇▇▇▇ 66 Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 2.2 or 5.32.3, or any other Section of this Agreement or, subject to Section 5.13, or any Specified other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a2.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a2.5(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such any Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a2.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth hereinin the next sentence. (c) If an In the event that the Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim but has specified, and shall not be entitled continues to seek assert, any indemnification reservations or reimbursement from the Indemnitee for exceptions in such notice, then, in any such fees or expenses incurred during case, the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred of one separate counsel for all Indemnitees shall be the expense of such Indemnitees, but shall be reimbursed by the Indemnitee in connection with Indemnifying Party. In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such Third-Party Claimnotice, then the Indemnitee must consent to any settlement or compromise. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b2.5(b), an the Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Credit Rating of the Indemnifying Party is or falls below Investment Grade as determined by at least two Rating Agencies, (iii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iiiiv) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (ivv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the . (e) If an Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right elects not to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable assume responsibility for defending a Third-Party Claim, and or fails to notify an Indemnitee of its election as provided in Section 2.5(b), or if an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 2.5(d)(i), the Indemnifying Party shall bear the reasonable fees costs and expenses of one the Indemnitee incurred in defending such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any . If the Indemnitee takes over the defense of a Third-Party Claim as contemplated herebyprovided in Section 2.5(d)(ii)-(v), nevertheless the Indemnifying Party shall have bear all of the right Indemnitee’s reasonable costs and expenses incurred in defending such Third-Party Claim. (f) If, pursuant to employ separate counsel (including local counsel as appropriateSection 2.5(d) of its own choosing to monitor and participate in (but or for any other reason, the Indemnifying Party is not control) the defense of any defending a Third-Party Claim for which it indemnification is a potential Indemnitee or provided under this Agreement, the Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with have the Party entitled right, at its own expense, to conduct and control monitor reasonably the defense of such Third-Party Claim in such defense and make available to the controlling PartyClaim; provided, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and monitoring activity shall not interfere in any material respect with the Indemnifying Party have actual or potential differing defenses or conflicts conduct of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the such defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (fg) Neither If an Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement or an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 2.5(d)(i), an Indemnitee may settle or compromise the Third-Party Claim without the consent of the Indemnifying Party. If an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 2.5(d)(ii)-(v), such Indemnitee may not settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnifying Party, which such consent may not to be unreasonably withheldwithheld or delayed. (h) In the case of a Third-Party Claim, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other no Indemnifying Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns shall consent to entry of any judgment or enter into any settlement of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that Claim without the consent of the Indemnitee if a Party presents the effect thereof is to permit any injunction, declaratory judgment or other Party with a written notice containing a proposal to settle or compromise a Thirdnon-Party Claim for which either Party is seeking monetary relief to be indemnified hereunder and entered, directly or indirectly against any Indemnitee. For the Party receiving such proposal does not respond in avoidance of doubt, the consent of any manner Indemnitee pursuant to the Party presenting such proposal within thirty (30this Section 2.5(h) days (or within any such shorter time period that may shall be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed only with respect to have consented to the terms of such proposalnon-monetary relief. (gi) ▇▇▇▇▇▇▇▇ 66 shall prepare and circulate a legal hold order (“LHO”) covering relevant categories of documents as promptly as practical following receipt of any notice pursuant to Section 2.5(a) and shall promptly notify ConocoPhillips after such LHO has been circulated. ConocoPhillips shall prepare and circulate a LHO covering documents in the possession, custody or control of the ConocoPhillips Group with respect to any Action so notified to ▇▇▇▇▇▇▇▇ 66. (j) The provisions of this Section 5.5 2.5 (other than this Section 5.5(g2.5(j)) and the provisions of Section 5.6 (other than Section 5.6(f)) 2.6 shall not apply to Taxes (Taxes being governed by the Tax Matters Sharing Agreement). (hk) The All Assumed Actions have been tendered by ConocoPhillips to ▇▇▇▇▇▇▇▇ 66 and are deemed to be formally accepted by ▇▇▇▇▇▇▇▇ 66 upon the execution of this Agreement. (l) An Indemnifying Party shall provide the Indemnitee with a monthly written report identifying any Third Party Claims which such Indemnifying Party has elected to defend pursuant to Section 2.5(b) or, in the case of ▇▇▇▇▇▇▇▇ 66, which are identified on Schedule 1.1. In addition, the Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep automatically send electronic notice from the Indemnifying Party to the Indemnitee reasonably informed of through the progress of the Third-Party Claim and to notify the Indemnitee litigation management system or any successor system when any such Third-Third Party Claim is closed, regardless of whether such Third-Third Party Claim was resolved decided by settlement, verdict, dismissal or otherwisewas otherwise disposed of.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If any Person entitled to indemnification hereunder (an Indemnitee "Indemnitee") shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-"Third Party Claim”") with respect to which any party (an "Indemnifying Party Party") may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 5.1 or 5.35.2, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Agreementother agreement or document contemplated by this Agreement or otherwise, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen twenty (1420) days of receipt after becoming aware of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claimdetail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a5.3(a) shall not relieve an the Indemnifying Party of its indemnification obligations under this AgreementArticle V, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel; provided, that the Indemnifying any Third Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policyClaim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a5.3(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth hereinin Section 5.3(c). (c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 5.3(b), such Indemnitee shall have may defend such Third Party Claim at the right to control the defense cost and expense (including allocated costs of such Thirdin-Party Claim, in which case house counsel and other personnel) of the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party ClaimParty. (d) Notwithstanding an election by an Unless the Indemnifying Party has failed to defend a Third-assume the defense of the Third Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)accordance with the terms of this Agreement, an no Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-may settle or compromise any Third Party Claim if (i) in its exercise of reasonable business judgment, without the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control consent of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the No Indemnifying Party shall bear consent to entry of any judgment or enter into any settlement of the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Third Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other Party, which consent may not be unreasonably withheld, unless such settlement order or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking nonmonetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly, against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, by a Person (including any Governmental Authority) who is not a member of the HHH DHPI Group or the Seaport Entertainment RP Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-"Third Party Claim”") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 4.1 or 5.34.2, or any other Section of this Agreement or, subject to Section 5.13, or any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within fourteen twenty (1420) days of receipt after becoming aware of such written noticeThird Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail and include copies detail. If any Person shall receive notice or otherwise learn of all notices and documents (including court papers) received by the Indemnitee relating assertion of a Third Party Claim which may reasonably be determined to the Third-be a Shared Contingent Liability, such Person shall give each other party to this Agreement written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in accordance with this Section 5.5(a4.4(a) shall not relieve an the related Indemnifying Party of its indemnification obligations under this AgreementArticle 4, except to the extent to which the that such Indemnifying Party was is actually prejudiced by the Indemnitee’s such failure to provide notice in accordance with this Section 5.5(a)give notice. (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim; provided, provided that if the defendants in any such claim include both the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (and one or more Indemnitees and in such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnitees' reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party may not elect to defend such Third-Party Claim exists in the event that defense respect of such Third-Party Claim would void or otherwise adversely impact claim, such Indemnitees shall have the Indemnitee’s insurance policyright to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. Within thirty (30) 30 days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a4.4(a) (or sooner, if the nature of such Third-Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an in the next sentence. In the event that the Indemnifying Party has elected to assume the defense of a Third-the Third Party ClaimClaim but has specified, then and continues to assert, any reservations or exceptions in such Indemnifying Party shall be solely liable for all notice, then, in any such case, the reasonable fees and expenses incurred by it in connection with the defense of such Third-Party Claim and one separate counsel for all Indemnitees shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision borne by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. Party. (c) If an Indemnifying Party elects not to assume responsibility for defending any Third-a Third Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 4.4(b), such Indemnitee shall have may defend such Third Party Claim at the right to control the defense cost and expense (not including allocated costs of such Thirdin- house counsel and other in-Party Claim, in which case house personnel) of the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party ClaimParty. (d) Notwithstanding an election by an Unless the Indemnifying Party has failed to defend a Third-assume the defense of the Third Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)accordance with the terms of this Agreement, an no Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-may settle or compromise any Third Party Claim if (i) in its exercise of reasonable business judgment, without the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control consent of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the No Indemnifying Party shall bear consent to entry of any judgment or enter into any settlement of the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (f) Neither Party may settle or compromise any Third-Third Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other Party, which consent may not be unreasonably withheld, unless such settlement similar order or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking similar nonmonetary relief to be indemnified hereunder and the Party receiving such proposal does not respond in entered, directly or indirectly, against any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalIndemnitee. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 5.4 or 5.35.5, or any other Section of this Agreement or, subject to Section 5.13, or any Specified other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a5.7(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim; provided, however, that an Indemnifying Party shall not be entitled to elect to defend any Third Party Claim that potentially includes Liabilities for which the Indemnitee will not be indemnified hereunder unless either the Indemnitee consents to the Indemnifying Party will not select counsel without assuming such defense or the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect agrees to defend assume such Third-Party Claim in the event that defense of such Third-Party Claim would void and indemnify without reservation or otherwise adversely impact the Indemnitee’s insurance policyexception. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a5.7(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions if the Indemnitee has consented to the Indemnifying Party assuming the defense notwithstanding such reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth hereinin the next sentence. (c) If an the Indemnifying Party has elected (and is permitted hereunder) to assume the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be the expense of such Indemnitees, but shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party has elected to assume the defense of a Third-the Third Party ClaimClaim but has specified, and continues to assert, any reservations or exceptions in such notice, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption must obtain the consent of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claimprior to any settlement or compromise. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b5.7(b), an the Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Credit Rating of the Indemnifying Party is or falls below the Minimum Credit Rating as determined by at least two Rating Agencies, (iii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iiiiv) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (ivv) when Huntsman is the Indemnitee, there occurs has occurred a change of control of Venator since the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all IndemniteesEffective Date. (e) An Indemnitee that does If an Indemnifying Party elects not conduct and control the defense of any to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Indemnitee of its election as provided in Section 5.5(b5.7(b), any or if an Indemnitee takes over the defense of a Third-Party Claim as contemplated herebyprovided in Section 5.7(d), nevertheless the Indemnifying Party shall have bear, and reimburse promptly, all of the right Indemnitee’s reasonable costs and expenses incurred in defending such Third-Party Claim. (f) If, pursuant to employ separate counsel (including local counsel as appropriateSection 5.7(d) of its own choosing to monitor and participate in (but or for any other reason, the Indemnifying Party is not control) the defense of any defending a Third-Party Claim for which it indemnification is a potential Indemnitee or provided under this Agreement, the Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with have the Party entitled right, at its own expense, to conduct and control monitor reasonably the defense of such Third-Party Claim in such defense and make available to the controlling PartyClaim; provided, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and monitoring activity shall not interfere in any material respect with the Indemnifying Party have actual or potential differing defenses or conflicts conduct of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the such defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (fg) Neither If an Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement or an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(i), an Indemnitee may settle or compromise the Third-Party Claim without the consent of the Indemnifying Party. If an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(ii)-(v), such Indemnitee may not settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnifying Party, which such consent may not to be unreasonably withheldwithheld or delayed. (h) In the case of a Third-Party Claim, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other no Indemnifying Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns shall consent to entry of any judgment or enter into any settlement of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, regulatory penalty or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. (i) Venator or Huntsman, as applicable, shall prepare and circulate a Party presents legal hold order (“LHO”) covering relevant categories of documents as promptly as practical following receipt of any notice pursuant to Section 5.7(a) and shall promptly notify the other Party after such LHO has been circulated. Huntsman or Venator, as applicable, shall prepare and circulate a LHO covering documents in the possession, custody or control of the members of its Group with a written notice containing a proposal respect to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner Action so notified to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalother Party. (gj) The provisions of this Section 5.5 5.7 (other than this Section 5.5(g5.7(j)) and the provisions of Section 5.6 (other than Section 5.6(f)) 5.8 shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (hk) The All Assumed Actions have been tendered by Huntsman to Venator and are deemed to be formally accepted by Venator upon the execution of this Agreement without reservation or exception and Venator has elected to defend all such actions subject to the other provisions of this Section 5.7. (l) An Indemnifying Party shall establish a procedure reasonably acceptable to provide the Indemnitee with a monthly written report identifying any Third Party Claims which such Indemnifying Party has elected to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and defend pursuant to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwisethis Section 5.7.

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, this Agreement or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen as soon as reasonably practicable, but no later than thirty (1430) days of receipt after becoming aware of such written noticeThird-Party Claim. Any such notice shall describe the Third-Third- Party Claim in reasonable detail and include copies of all notices and documents (including demand letters and motions, pleadings and other court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an any Indemnitee or other Person to provide give notice as provided in this Section 9.5(a) shall not relieve the Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article IX, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a9.5(a). (b) Subject The Indemnifying Party shall have the right, exercisable by written notice to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within Indemnitee within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a9.5(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and approved by the Indemnitee (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that the Indemnifying Party shall notify not have the Indemnitee right to control the defense of its election whether any Third-Party Claim (i) to the Indemnifying Party shall assume responsibility for defending extent such Third-Party Claim. After notice from an Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) or (ii) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party to an controlling such defense will affect the Indemnitee of or its election Group in a materially adverse manner. (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in Claim (but or is not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein. (c) If an Indemnifying Party has elected permitted to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b)) in accordance with this Agreement, or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemniteeas provided in Section 9.5(b), such Indemnitee shall have the right to control the defense of may defend such Third-Party Claim, in which case and the Indemnifying Party shall be liable for all reasonable fees costs and expenses paid or incurred by the Indemnitee in connection with such defense. If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim. (d) Notwithstanding an election by an If the Indemnifying Party elects (and is permitted) to defend assume the defense of a Third-Party Claim in circumstances where an accordance with the terms of this Agreement, the Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b)will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, an Indemnitee mayhowever, upon notice to that if the Indemnifying Party, elect Party fails to take over reasonable steps necessary to defend diligently such Third-Party Claim, or the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgmentpursuant to Section 9.5(b), the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faithmay assume its own defense, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual will be liable for all reasonable costs or potential differing defenses expenses paid or conflicts of interest between them that make joint representation inappropriateincurred in connection with such defense. The Indemnifying Party or the Indemnitee, then as the Indemnitee case may be, shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but but, subject to the prior sentence, not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of at its own choosing to monitor and participate in (but not control) expense, the defense of any Third-Party Claim for which it that the other is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, defending as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim provided in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Partythis Agreement. In addition to the foregoing and the last sentence of Section 5.5(b)event, if any Indemnitee shall in good faith determine however, that such Indemnitee reasonably determines subsequently that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear will pay the reasonable fees and expenses of one such counsel counsel. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the consent of the applicable Indemnitee or Indemnitees; provided, however, that such consent shall not be required if the judgment or settlement: (i) contains no finding or admission of Liability with respect to any such Indemnitee or Indemnitees; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; (iii) does not involve a Governmental Authority ; and local counsel (as appropriateiv) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent of an Indemnitee (not to be unreasonably withheld, conditioned or delayed) shall be required for all Indemniteesany entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnitee. (f) Neither Whether or not the Indemnifying Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without assumes the prior written consent defense of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party , no Indemnitee shall admit any liability with a written notice containing a proposal to settle respect to, or settle, compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposaldischarge, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closedwithout the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal conditioned or otherwisedelayed).

Procedures for Indemnification of Third Party Claims. (a) If, at or after the date of this Agreement, If an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the HHH Group or the Seaport Entertainment Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 5.4 or 5.35.5, or any other Section of this Agreement or, subject to Section 5.13, or any Specified other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a5.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a5.7(a). (b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim; provided, however, that an Indemnifying Party shall not be entitled to elect to defend any Third Party Claim that potentially includes Liabilities for which the Indemnitee will not be indemnified hereunder unless either the Indemnitee consents to the Indemnifying Party will not select counsel without assuming such defense or the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect agrees to defend assume such Third-Party Claim in the event that defense of such Third-Party Claim would void and indemnify without reservation or otherwise adversely impact the Indemnitee’s insurance policyexception. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a5.7(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions if the Indemnitee has consented to the Indemnifying Party assuming the defense notwithstanding such reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth hereinin the next sentence. (c) If an the Indemnifying Party has elected (and is permitted hereunder) to assume the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be the expense of such Indemnitees, but shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party has elected to assume the defense of a Third-the Third Party ClaimClaim but has specified, and continues to assert, any reservations or exceptions in such notice, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third-Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption must obtain the consent of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claimprior to any settlement or compromise. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b5.7(b), an the Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Credit Rating of the Indemnifying Party is or falls below the Minimum Credit Rating as determined by both the Rating Agencies, (iii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iiiiv) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (ivv) when Huntsman is the Indemnitee, there occurs has occurred a change of control of Venator since the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all IndemniteesEffective Date. (e) An Indemnitee that does If an Indemnifying Party elects not conduct and control the defense of any to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Indemnitee of its election as provided in Section 5.5(b5.7(b), any or if an Indemnitee takes over the defense of a Third-Party Claim as contemplated herebyprovided in Section 5.7(d), nevertheless the Indemnifying Party shall have bear, and reimburse promptly, all of the right Indemnitee’s reasonable costs and expenses incurred in defending such Third-Party Claim. (f) If, pursuant to employ separate counsel (including local counsel as appropriateSection 5.7(d) of its own choosing to monitor and participate in (but or for any other reason, the Indemnifying Party is not control) the defense of any defending a Third-Party Claim for which it indemnification is a potential Indemnitee or provided under this Agreement, the Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with have the Party entitled right, at its own expense, to conduct and control monitor reasonably the defense of such Third-Party Claim in such defense and make available to the controlling PartyClaim; provided, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and monitoring activity shall not interfere in any material respect with the Indemnifying Party have actual or potential differing defenses or conflicts conduct of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the such defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (fg) Neither If an Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement or an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(i), an Indemnitee may settle or compromise the Third-Party Claim without the consent of the Indemnifying Party. If an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(ii)-(v), such Indemnitee may not settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Indemnifying Party, which such consent may not to be unreasonably withheldwithheld or delayed. (h) In the case of a Third-Party Claim, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other no Indemnifying Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns shall consent to entry of any judgment or enter into any settlement of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, regulatory penalty or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. (i) Venator or Huntsman, as applicable, shall prepare and circulate a Party presents legal hold order (“LHO”) covering relevant categories of documents as promptly as practical following receipt of any notice pursuant to Section 5.7(a) and shall promptly notify the other Party after such LHO has been circulated. Huntsman or Venator, as applicable, shall prepare and circulate a LHO covering documents in the possession, custody or control of the members of its Group with a written notice containing a proposal respect to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner Action so notified to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposalother Party. (gj) The provisions of this Section 5.5 5.7 (other than this Section 5.5(g5.7(j)) and the provisions of Section 5.6 (other than Section 5.6(f)) 5.8 shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (hk) The Indemnifying Party shall establish a procedure reasonably acceptable All Assumed Actions have been tendered by Huntsman to Venator and are deemed to be formally accepted by Venator upon the execution of this Agreement without reservation or exception and Venator has elected to defend all such actions subject to the Indemnitee to keep the Indemnitee reasonably informed other provisions of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwisethis Section 5.7.