Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures (a) Procedures for indemnification Indemnification of Third Party Claims shall be as follows: (ai) The If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including, without limitation, any governmental entity) who is not a party claiming to this Agreement (or an Affiliate thereof) or to any Ancillary Agreement of any claim or of the indemnification commencement by any such Person of any Action (the a "Indemnified PartyThird Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to Section 4.01, Section 4.02, or any other Section of this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Third Party Claim; provided that the failure of any Indemnitee to give notice as provided -------- in this Section 4.04(a)(i) shall not relieve the related Indemnifying Party of its obligations under this Article IV, except to the party from whom extent that such Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the indemnification is claimed Third Party Claim in reasonable detail and, if ascertainable, shall indicate the amount (the "Indemnifying Party"estimated if necessary) of any claim, whether between the parties Loss that has been or brought may be sustained by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and Indemnitee. (ii) the amount An Indemnifying Party may elect to defend or to seek to settle or compromise, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any Third Party Claim. Within 30 days of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from an Indemnitee in accordance with Section 4.04(a)(i) (or sooner, if the Indemnified nature of such Third Party of a claimClaim so requires), the Indemnifying Party shall have thirty (30) days in which to make such investigation notify the Indemnitee of the claim as its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall deem necessary specify any reservations or desirableexceptions. For After notice from an Indemnifying Party to an Indemnitee of its election to assume the purposes defense of a Third Party Claim, such investigationIndemnifying Party shall not be liable to such Indemnitee under this Article IV for any legal or other expenses (except expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnitee in connection with the defense thereof; provided that, -------- if the Indemnified Party agrees to make available to defendants in any such claim include both the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the one or more Indemnitees and in any Indemnitee's reasonable judgment a conflict of interest between one or more of such Indemnitees and such Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount exists in respect of such claim, claim or if the Indemnifying Party does not respond to shall have assumed responsibility for such noticeclaim with any reservations or exceptions, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party such Indemnitees shall have the right at its own expense to participate employ separate counsel to represent such Indemnitees and in or 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. If an Indemnifying Party elects not to assume control responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in this Section 4.04(a)(ii), such Indemnitee may defend or (subject to the remainder of this Section 4.04(a)(ii)) seek to compromise or settle such Third Party Claim. Notwithstanding the foregoing, neither an Indemnifying Party nor an Indemnitee may settle or compromise any claim over the objection of the defense other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. Neither an Indemnifying Party nor an Indemnitee shall consent to entry of any judgment or enter into any settlement of any Third Party Claim which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such claimIndemnitee, and in the Indemnified Party shall cooperate fully with case of a consent or settlement by an Indemnifying Party, or the Indemnifying Party, in the case of a consent or settlement by the Indemnitee, of a written release from all liability in respect to such Third Party Claim. 16 (iii) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third Party Claim, the related Indemnitee shall make available to such Indemnifying Party any personnel or any books, records or other documents within its control or which it otherwise has the ability to make available that are necessary or appropriate for such defense, settlement or compromise, and shall otherwise cooperate in the defense, settlement or compromise of such Third Party Claims, subject to reimbursement for reasonable the establishment of appropriate confidentiality arrangements which are reasonably satisfactory to Premark and Tupperware. (iv) Notwithstanding anything else in this Section 4.04 to the contrary, if an Indemnifying Party notifies the related Indemnitee in writing of such Indemnifying Party's desire to settle or compromise a Third Party Claim on the basis set forth in such notice (provided that such settlement or compromise includes as an unconditional term thereof the giving by the claimant or plaintiff of a written release of the Indemnitee from all liability in respect thereof) and the Indemnitee shall notify the Indemnifying Party in writing that such Indemnitee declines to accept any such settlement or compromise, such Indemnitee may continue to contest such Third Party Claim, free of any participation by such Indemnifying Party, at such Indemnitee's sole expense. In such event, the obligation of such Indemnifying Party to such Indemnitee with respect to such Third Party Claim shall be equal to (i) the costs and expenses of such Indemnitee prior to the date such Indemnifying Party notifies such Indemnitee of the offer to settle or compromise (to the extent such costs and expenses are otherwise indemnifiable hereunder) plus (ii) the lesser of (A) the amount of any offer of settlement or compromise which such Indemnitee declined to accept and (B) the actual out-of-pocket expense incurred amount such Indemnitee is obligated to pay subsequent to such date as a result of such Indemnitee's continuing to pursue such Third Party Claim. (b) Any claim on account of a Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party as Indemnitee to the result of a request by the related Indemnifying Party to so cooperateParty. If the Such Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have a period of 30 days after the right to participate in the defense receipt of such claim at its own expense. (d) notice within which to respond thereto. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the such Indemnifying Party does not elect to assume control or otherwise participate in the defense of any thirdrespond within such 30-party claimday period, the such Indemnifying Party shall be bound deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party under this Agreement or under applicable law. (c) In addition to any adjustments required pursuant to Section 4.03, if the amount of any Loss shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend Indemnitee to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Indemnifying Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the seeking indemnification under Section 12 hereof (the "“Indemnified Party"”) shall promptly agrees to give prompt notice to the party from Party against whom the indemnification indemnity is claimed sought (the "“Indemnifying Party"”) of the assertion of any claim, whether between or the parties commencement of any suit, action or brought proceeding in respect of which indemnity may be sought hereunder; provided that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party shall not be liable under this Section 12.2 for any settlement of Third Party Claims (as defined below) effected without its consent and in violation of Section 12.2(b) hereof. (b) The Indemnifying Party shall be entitled to participate in the defense of any claim asserted by a any third party and arising from the breach of obligations under this Agreement and/or any other Transaction Agreement (“Third Party Claim”) and, subject to the limitations set forth in this Section 12.2, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense, provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligations for Loss resulting from such Third Party Claims as provided under this Section 12.2. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled or obligated to assume or maintain control of the defense of any Third Party Claim nor pay the fees and expense of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party and/or willful misconduct or gross negligence of the Indemnified Party, specifying (i) the factual basis for such claim, and or (ii) the amount of the claim. If the claim relates to Third Party Claim seeks an action, suit, injunction or proceeding filed by a third party equitable relief against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (bc) Following receipt If the Indemnifying Party shall assume the control of notice from the Indemnified defense of any Third Party Claim in accordance with the provisions of a claimSection 12.2(b), the Indemnifying Party shall have thirty (30) days in which to make such investigation obtain the prior written consent of the claim Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of such Third Party Claim. (d) The Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ one law firm as separate counsel of its choice for such purpose. The reasonable fees and expenses of such separate counsel shall be borne by the Indemnified Party, provided that the Indemnifying Party shall deem necessary or desirable. For not pay the purposes reasonable fees and expenses of such investigationseparate counsel, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s(i) the information relied upon incurred by the Indemnified Party prior to substantiate the claim. If date the Indemnified Indemnifying Party assumes control of the defense of the Third Party Claim and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does is not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or otherwise required to assume control of the defense of such claimThird Party Claim, or (ii) if representation of both the Indemnifying Party and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result same counsel would create a conflict of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possibleinterest. (e) If the Indemnifying The Indemnified Party does not elect shall take all reasonable steps to assume control avoid or otherwise participate in the defense mitigate its Losses upon and after becoming aware of any third-event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable under this Agreement and/or any other Transaction Agreement, including taking all reasonable steps to enforce any claim for indemnification for such Losses under any contract with any third party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to (including any insurance coverage) that may cover any portion of such claimLosses. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming An Indemnitee shall give the indemnification (the "Indemnified Party") shall promptly give Indemnifying Party notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claimmatter that an Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third-Party Claim which shall be governed by Section 9.2(b)), whether between the parties or brought by a third party against the Indemnified Partywithin twenty (20) Business Days of such determination, specifying (i) the factual basis for such claim, and (ii) stating the amount of the claim. If Loss claimed, if known, and method of computation thereof, and containing a reference to the claim relates provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, that the failure to an action, suit, or proceeding filed by a third party against the Indemnified Party provide such notice shall be given by the Indemnified Party to not release the Indemnifying Party within five (5) days after written notice from any of such action, suit, or proceeding its obligations except and solely to the extent the Indemnifying Party shall have been given to the Indemnified Partymaterially prejudiced as a result of such failure. (b) Following receipt of notice from the Indemnified Party If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement or an Affiliate of a claimParty (a “Third-Party Claim”) as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party that is or may be required pursuant to this Article IX to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within thirty (30) calendar days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, that the failure to provide notice of any such Third-Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. (c) An Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, which counsel must be reasonably acceptable to the applicable Indemnitees, if it gives written notice of its intention to do so and agreement that the Indemnitee is entitled to indemnification under this Article IX to the applicable Indemnitees within thirty (30) calendar days in which to make such investigation of the claim as receipt of notice from such Indemnitees of the Third-Party Claim. After such 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, at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party shall deem necessary or desirable. For the purposes of in such investigation, the Indemnified Party agrees to defense and make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon all witnesses, pertinent and material Information and materials in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnified Indemnifying Party; provided, that such access shall not require the Indemnitee to disclose any information the disclosure of which would, in the reasonable judgment of the Indemnitee, result in the loss of any existing attorney-client privilege with respect to such information or violate any applicable Law. (d) Notwithstanding anything to the contrary in this Section 9.2, in the event that (i) an Indemnifying Party elects not to substantiate assume responsibility for defending a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the claim. If the Indemnified Indemnifying Party and the applicable Indemnitee(s), (iii) any Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (iv) the Indemnifying Party agree at or prior shall not have employed counsel to represent the expiration of said Indemnitee within thirty (30) day period calendar days after notice from the Indemnitee of such Third-Party Claim or (v) the party making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnitee or any agreed upon extension thereofof its material assets, such Indemnitee(s) shall be entitled to assume the validity and amount defense of such claimThird-Party Claim, or if at the Indemnifying Party’s expense, with counsel of such Indemnitee’s choosing. If the Indemnitee is conducting the defense against any such Third-Party does not respond to such noticeClaim, the Indemnifying Party shall immediately pay reasonably cooperate with the Indemnitee in such defense and make available to the Indemnified Party Indemnitee all witnesses, pertinent and material Information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers Indemnitee pursuant to a claim as joint defense agreement to which Buyer is entitled to indemnification hereunder. If the Indemnified Party be entered into by Indemnitee and the Indemnifying Party do Party; provided, that such access shall not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, require the Indemnifying Party shall have to disclose any information the right at its own expense to participate disclosure of which would, in or to assume control the reasonable judgment of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by result in the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense loss of any thirdexisting attorney-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision client privilege with respect thereto as expeditiously as possibleto such information or violate any applicable Law. (e) No Indemnitee may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed to assume the defense of the Third-Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not elect to assume control approve of the quality or otherwise participate in manner of the defense thereof or that such Third-Party Claim was incurred by reason of any third-party claim, the Indemnifying Party shall be bound a settlement rather than by the results obtained in good faith by the Indemnified Party with respect to such claima judgment or other determination of liability. (f) The indemnification rights In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee 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 any Indemnitee, does not release the Indemnitee from all liabilities and obligations with respect to such Third-Party Claim or includes an admission of guilt or liability on behalf of the Indemnitee. (g) Except as otherwise provided in Sections 13.2 Section 11.3, the indemnification provisions of this Article IX shall be the sole and 13.3 hereof shall extend exclusive remedy of an Indemnitee for any monetary or compensatory damages or Losses resulting from any breach of this Agreement, and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in foregoing other than under this Section 13.4, Article IX against any indemnification claims by such parties shall be made by and through the Indemnified Indemnifying Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the As used herein, an "Indemnified Party"" means a party seeking indemnification for any Loss (including, but not limited to attorneys fees) shall promptly give notice pursuant to Section 11.2 or 11.3 hereof, as applicable, and the party from whom the indemnification is claimed (the term "Indemnifying Party") " means the party who is obligated to provide indemnification under Section 11.02 or 11.3, as applicable. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, demand, assessment, investigation, arbitration or other proceeding filed by or in respect of a third party against the Indemnified (a "Third Party Claim") of which it has knowledge, for which such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunderunder this Article 11. In the case of a Third Party Claim, the Indemnifying Party shall will have the right to direct, through counsel of its own choosing, the defense or settlement of any such Third Party Claim at its own expense to expense. In such case, the Indemnified Party may participate in or to assume control such defense, but in such case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party's records and personnel relating to any such Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such claimThird Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for all its reasonable actual out-of-pocket expense costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party as will not pay, or permit to be paid, any part of any claim or demand arising from such Third Party Claim, unless the result Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld, delayed or conditioned) or unless a final judgment from which no appeal may be taken by or on behalf of a request the Indemnified Party is entered against the Indemnified Party for such liability. No such Third Party Claim may be settled by the Indemnifying Party to so cooperatewithout the written consent of the Indemnified Party, which consent will not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects fails to assume control of defend or fails to prosecute or withdraws from such defense, then the Indemnified Party will have the right to undertake the defense or settlement thereof, at the Indemnifying Party's expense. If the Indemnified Party assumes the defense of any third-party claimsuch Third Party Claim pursuant to this Section and proposes to settle such claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird Party Claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming An Indemnitee shall give the indemnification (the "Indemnified Party") shall promptly give Indemnifying Party notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claimmatter that an Indemnitee has determined has given, whether between the parties or brought reasonably anticipates could give rise to, a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by a third party against the Indemnified PartySection 7.04(b)), specifying (i) the factual basis for within 30 days of such claimdetermination, and (ii) stating the amount of the claim. If Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the claim relates provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to an action, suit, or proceeding filed by a third party against the Indemnified Party provide such notice shall be given by the Indemnified Party to not release the Indemnifying Party within five (5) days after written notice from any of such action, suit, or proceeding its obligations except to the extent the Indemnifying Party shall have been given to the Indemnified Partyactually materially prejudiced as a result of such failure. (b) Following receipt of notice from the Indemnified If an Action is made against a Cadbury plc Indemnitee or a Beverages Indemnitee (each, an “Indemnitee”) by any Person who is not a Party or a member of a claimGroup of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the other Party which is or may be required pursuant to this ARTICLE VII or pursuant to any Ancillary Agreement or Continuing Arrangement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 30 days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except to the extent the Indemnifying Party shall have thirty been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee’s receipt thereof (30and in any event within 10 Business Days), copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (c) An Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of any Third Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel that is reasonably acceptable to the applicable Indemnitees, if it gives notice of its intention to do so to the applicable Indemnitees within 30 days in which to make such investigation of the claim as receipt of notice of the Third Party Claim from such Indemnitees. 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, at its own expense and, in any event, shall cooperate with the Indemnifying Party shall deem necessary or desirable. For the purposes of in such investigation, the Indemnified Party agrees to defense and make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree Party, at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party’s expense, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party all witnesses, pertinent Information and materials in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as the result of a request are reasonably required by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expenseParty. (d) If an Indemnifying Party elects not to assume responsibility for defending a claimThird Party Claim, whether between or fails to notify an Indemnitee of its election as provided in Section 7.04(c), such Indemnitee may defend such Third Party Claim at the parties or by a third party, requires immediate actioncost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the parties will Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all reasonable efforts to reach a decision with respect witnesses, pertinent Information, material in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as expeditiously as possibleare reasonably required by the Indemnitee. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in has assumed the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any third-party claim, Third Party Claim without the consent of the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claimParty. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof In the case of a Third Party Claim, no Indemnifying Party shall extend consent to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives entry of any judgment or enter into any settlement of the Indemnified Party, although for Third Party Claim without the purpose consent of the procedures Indemnitee; provided that consent from the Indemnitee shall not be required if such settlement contains a full and unconditional release of the Indemnitee and does not permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee. (g) Except as may otherwise be specifically provided for in the Ancillary Agreements and except as set forth in Sections 10.02 (d) and (f) hereof, the indemnification provisions of this Section 13.4, any indemnification claims by such parties ARTICLE VII shall be made the sole and exclusive remedy of the Parties for any failure by the other Party to perform and through comply with any covenants and agreements in this Agreement and any other dispute, controversy or claim (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or any Ancillary Agreement or Continuing Arrangement, or the Indemnified Partytransactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the Demerger Effective Time), between or among any member of the Cadbury plc Group, on the one hand, and any member of the DPS Group, on the other hand.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming Promptly after receipt by an Indemnitee of written notice of the indemnification (assertion or the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") commencement of any claim, whether between the parties or brought Action by a third party against (a “Third-Party Claim”) with respect to any matter referred to in Section 9.2 or Section 9.3, the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such applicable Indemnitee shall give written notice shall be given by the Indemnified Party thereof to the Indemnifying Party, which notice shall include a description of the Action, the amount thereof (if known and quantifiable) and the basis for the Action, and thereafter shall keep the applicable Indemnifying Party within five (5) days after written notice reasonably informed with respect thereto; provided, that failure of such action, suit, or proceeding shall have been given the applicable Indemnitee to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, give the Indemnifying Party notice as provided herein shall have thirty (30) days in which to make such investigation of the claim as not relieve the Indemnifying Party shall deem necessary or desirableof its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby. For the purposes of such investigationThereafter, the Indemnified Party agrees to make available applicable Indemnitee shall deliver to the Indemnifying Party and/or its authorized representative(sParty, promptly following the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) the information relied upon received by the Indemnified Indemnitee to the extent relating to the Third-Party Claim and reasonably necessary to substantiate the claim. If the Indemnified Party and the Indemnifying Party’s analysis thereof. A claim for indemnification by an Indemnitee for any matter not involving a Third-Party agree at or prior Claim may be asserted by notice to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claimParty. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the The Indemnifying Party shall have the right to control the defense and handling, and settle or compromise, of any Third-Party Claim at its own expense sole expense; provided, that the Indemnitee shall be entitled to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with Action giving rise to its claim for indemnification at the Indemnifying Party’s expense, and at its option (subject to reimbursement for reasonable actual out-of-pocket expense incurred the limitations set forth below) by appointing a counsel reasonably acceptable to the Indemnified Party as applicable Indemnitee to be the result of a request by lead counsel in connection with such defense; provided, that: (a) the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party Indemnitee shall have the right be entitled to participate in the defense of such claim at and to employ counsel of its own expense. choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnitee (d) If a claim, whether between other than any fees and expenses of such separate counsel that are incurred prior to the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If date the Indemnifying Party does effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party, and except that the Indemnifying Party shall pay all of the fees and expenses of such separate counsel if a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnitee); (b) the Indemnifying Party shall not elect be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) and shall pay the fees and expenses of counsel retained by the Indemnitee if (i) the claim for indemnification relates to or otherwise participate arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnitee reasonably believes an adverse determination with respect to the Action giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects of the Indemnitee; (iii) the claim seeks an injunction or equitable relief against the Indemnitee; (iv) a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnitee; (v) upon written notice from the Indemnitee to the Indemnifying Party that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim with reasonable detail of the Indemnitee’s good faith justifications for such determination; and (c) if the Indemnifying Party shall control the defense of any third-party such claim, the Indemnifying Party shall be bound by obtain the results obtained in good faith by prior written consent of the Indemnified Party with respect Indemnitee before entering into any settlement of a claim or ceasing to defend such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification shall be under Section 10.1, the indemnified party or parties, as follows: (a) The party claiming the indemnification appropriate (the "Indemnified Party") “Other Parties”), shall promptly give notice to notify the party or parties from whom the indemnification is claimed sought for such claim (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to request the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to defend the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, same. Failure to so notify the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as not relieve the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to any liability which the Indemnifying Party and/or its authorized representative(s) might have, except to the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and extent that such failure prejudices the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claimParty’s position. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the The Indemnifying Party shall have the right at its own expense to participate defend against such liability or assertion in or which event the Indemnifying Party shall give written notice to assume control the Other Parties of acceptance of the defense of such claim, claim and the Indemnified identity of counsel selected by the Indemnifying Party. (a) If the Indemnifying Party assumes the defense of an action: (A) no settlement or compromise thereof may be effected (i) by the Indemnifying Party without the written consent of the Other Parties (which consent shall cooperate fully with not be unreasonably conditioned, withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any Person by any Other Party and no adverse effect on any other claims that may be made against any Other Party and (y) all relief provided is paid or satisfied in full by the Indemnifying Party, subject or (ii) by any Other Party without the consent of the Indemnifying Party, such consent not to reimbursement be unreasonably withheld or delayed, and (B) the Other Parties may subsequently assume the defense of such action if a court of competent jurisdiction determines that the Indemnifying Party is not vigorously defending such action. In no event shall an Indemnifying Party be liable for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). (b) With respect to any defense accepted by the Indemnifying Party Party, the Other Parties shall be entitled to so cooperate. If participate with the Indemnifying Party elects in such defense and also shall be entitled to assume control of employ separate counsel for such defense at their own expense. In the event the Indemnifying Party does not accept the defense of any third-party indemnified claim as provided above or there otherwise exists a conflict of interest such that independent counsel for the Other Parties would be appropriate for the defense of any such indemnified claim, the Indemnified Party Other Parties shall have the right to participate in employ counsel for such defense at the defense expense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect Party. Each Member agrees to assume control or otherwise participate cooperate and to cause the Company to cooperate with the other parties in the defense of any third-such action and the relevant records of each party claim, the Indemnifying Party shall be bound by available to the results obtained in good faith by the Indemnified Party other parties with respect to any such claimdefense. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be Except as followsprovided in Section 9.4: (ai) The party claiming the indemnification Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (the "Indemnified Party"a “Direct Claim”) shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given asserted by the Indemnified Party by giving the party being indemnified (the “Indemnifying Party”) prompt written notice (a “Claim Notice”); provided, however, that the failure of any Indemnified Party to give the Claim Notice promptly as required by this Section 9.1 shall not affect such Indemnified Party’s rights under this Section 9.1 except and only to the extent such failure materially prejudices the Indemnifying Party within five (5) days after Party. Such Claim Notice shall describe the Direct Claim in reasonable detail, shall include copies of all material written notice evidence thereof and shall indicate the estimated amount, if reasonably practicable, of such action, suit, the Loss that has been or proceeding shall have been given to may be sustained by the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the . The Indemnifying Party shall have thirty (30) days after its receipt of such Claim Notice to respond in which writing to make such investigation Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the claim Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party shall deem necessary or desirableany of its professional advisors may reasonably request. For the purposes of such investigation, the Indemnified Party agrees to make available to If the Indemnifying Party and/or its authorized representative(sdoes not so respond within such thirty (30) day period, the information relied upon by Indemnifying Party shall be deemed to have accepted such claim. (ii) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Section 9.1 shall be determined: (i) by this Agreement; (ii) by a determination of a court of competent jurisdiction in accordance with Section 10.16; or (iii) by any other means to substantiate the claim. If which the Indemnified Party and the Indemnifying Party shall agree at or prior to the expiration of said thirty in writing (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay a “Determination”). All amounts due to the Indemnified Party shall be paid within ten (10) Business Days after such Determination pursuant to Section 9.5. (iii) An Indemnified Party shall notify the full amount Indemnifying Party promptly in writing, and in reasonable detail, of any Legal Proceeding made by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement, or a representative of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If foregoing against the Indemnified Party and (a “Third Party Claim”) with respect to which the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof)is obligated to provide indemnification under this Agreement. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a Third Party Claim, the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, must notify the Indemnifying Party shall have the right at its own expense to participate in or to assume control with a copy of the defense complaint within ten (10) calendar days after receipt thereof and shall deliver a copy of such claimcomplaint to the Indemnifying Party within ten (10) calendar days after the receipt of such complaint; provided, however, that the failure of any Indemnified Party to give such notice shall not affect such Indemnified Party’s rights under this Section 9.1 except and only to the extent such failure materially prejudices the Indemnifying Party. Such notice by the Indemnified Party shall cooperate fully with describe the Indemnifying PartyThird Party Claim in reasonable detail, subject to reimbursement for reasonable actual out-of-pocket expense incurred by shall include copies of all material written evidence thereof and shall indicate the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control estimated amount, if reasonably practicable, of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties Loss that has been or may be sustained by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 10.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) of promptly (and in any claim, whether between the parties or brought by event within fifteen (15) days) after making such a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) determination. Such notice shall state the amount of the claim. If Loss claimed, if known, and method of computation thereof, and contain a reference to the claim relates provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to an action, suit, or proceeding filed by a third party against the Indemnified Party provide such notice shall be given by the Indemnified Party to not release the Indemnifying Party within five (5) days after written notice from any of such action, suit, or proceeding its obligations except and solely to the extent the Indemnifying Party shall have been given to the Indemnified Partymaterially prejudiced as a result of such failure. (b) Following receipt of notice from the Indemnified If a claim or demand is made against an Indemnitee by any Person who is not a Party to this Agreement or an Affiliate of a claimParty (a “Third-Party Claim”) as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that the failure to provide notice of any such Third-Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. (c) An Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, which counsel must be reasonably acceptable to the Indemnitee, if it gives written notice of its intention to do so (including a statement that the Indemnitee is entitled to indemnification under this Article X) to the applicable Indemnitees within thirty (30) days in which to make such investigation of the claim as receipt of notice from such Indemnitees of the Third-Party Claim (failure of the Indemnifying Party to respond within such thirty (30) day period shall deem necessary be deemed to be an election by the Indemnifying Party not to assume the defense for such Third-Party Claim). After a 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 desirable. For settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the purposes of Indemnifying Party in such investigation, the Indemnified Party agrees to defense and make available to the Indemnifying Party and/or its authorized representative(sall witnesses and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that such access shall not require the Indemnitee to disclose any information the disclosure of which would, in the good faith judgment of the Indemnitee, result in the loss of any existing privilege with respect to such information or violate any applicable Law. (d) Notwithstanding anything to the contrary in this Section 10.4, in the event that (i) an Indemnifying Party elects not to assume the defense of a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the Indemnifying Party and the Indemnitee, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (iv) the information relied upon by Indemnitee’s exposure to Liability in connection with such Third-Party Claim is reasonably expected to exceed the Indemnified Indemnifying Party’s exposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder, or (v) the Person making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnitee or any of its material Assets, such Indemnitee shall be entitled to substantiate control the claimdefense of such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnitee’s choosing (such counsel to be reasonably acceptable to the Indemnifying Party). If the Indemnified Indemnitee is conducting the defense against any such Third-Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such noticeClaim, the Indemnifying Party shall immediately pay reasonably cooperate with the Indemnitee in such defense and make available to the Indemnified Party Indemnitee all witnesses and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the full amount of the claim. Buyer Indemnitee; provided, however, that such access shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and not require the Indemnifying Party do not agree within said period (or within to disclose any agreed-upon extension thereof)information the disclosure of which would, in the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control good faith judgment of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by result in the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense loss of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision existing privilege with respect thereto as expeditiously as possibleto such information or violate any applicable Law. (e) Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). If an Indemnifying Party has failed to assume the defense of the Third-Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not elect to assume control approve of the quality or otherwise participate in manner of the defense thereof or that such Third-Party Claim was incurred by reason of any third-party claim, the Indemnifying Party shall be bound a settlement rather than by the results obtained in good faith by the Indemnified Party with respect to such claima judgment or other determination of liability. (f) The In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee 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 any Indemnitee, does not release the Indemnitee from all liabilities and obligations with respect to such Third-Party Claim or includes an admission of guilt or liability on behalf of the Indemnitee. (g) Absent fraud or intentional misconduct by an Indemnifying Party, the indemnification rights provided in Sections 13.2 provisions of this Article X shall be the sole and 13.3 hereof shall extend exclusive remedy of an Indemnitee for any monetary or compensatory damages or Losses resulting from any breach of this Agreement or any Ancillary Agreement, and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the partnersforegoing other than under this Article X against any Indemnifying Party. (h) Notwithstanding anything to the contrary in this Agreement, shareholdersin the event that counsel or independent accountants for a Protected REIT determine that there exists a material risk that any indemnification payments due under this Agreement would be treated as Nonqualifying Income upon the payment of such amounts to the relevant Indemnitee, directorsthe amount paid to the Indemnitee pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to the Indemnitee in such year without causing the Protected REIT to fail to meet the REIT Requirements for any tax year, officersdetermined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to the Protected REIT. If the amount payable for any tax year under the preceding sentence is less than the amount which the relevant Indemnifying Party would otherwise be obligated to pay to the relevant Indemnitee pursuant to this Agreement (the “Expense Amount”), members, partners, agents, employeesthen: (1) the Indemnifying Party shall place the Expense Amount into an escrow account (the “Escrow Account”) using an escrow agent and agreement reasonably acceptable to the Indemnitee and shall not release any portion thereof to the Indemnitee, and representatives the Indemnitee shall not be entitled to any such amount, unless and until the Indemnitee delivers to the Indemnifying Party, at the sole option of the Indemnified relevant Protected REIT, (i) an opinion (an “Expense Amount Tax Opinion”) of the Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (an “Expense Amount Accountant’s Letter”) from the Protected REIT’s independent accountants indicating the maximum amount that can be paid at that time to the Indemnitee without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause the Protected REIT to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release Document”); and (2) pending the delivery of a Release Document by the Indemnitee to the Indemnifying Party, although the Indemnitee shall have the right, but not the obligation, to borrow the Expense Amount from the Escrow Account pursuant to a loan agreement (an “Indemnity Loan Agreement”) reasonably acceptable to the Indemnitee that (i) requires the Indemnifying Party to lend the Indemnitee immediately available cash proceeds in an amount equal to the Expense Amount (an “Indemnity Loan”), and (ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the purpose credit standing and profile of the procedures set forth in this Section 13.4Indemnitee or any guarantor of the Indemnitee, any indemnification claims by including the Protected REIT, at the time of such parties shall be made by loan, and through the Indemnified Party(B) a 15 year maturity with no periodic amortization.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification shall be as follows: (a) The under this Article XI, the party claiming the entitled to indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall promptly give notice to notify the party from whom the which indemnification is claimed sought (the "Indemnifying PartyINDEMNIFYING PARTY") of any claimsuch claim and, whether between when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice shall be given by the Indemnified Party thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) days after Business Days following receipt of notice thereof. Failure to give such notice in a timely manner shall not release the Indemnifying Party from its obligations under Section 11.2, except to the extent that the Indemnifying Party is prejudiced by such failure. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice of such actionwithin 30 calendar days, suit, or proceeding shall have been given using counsel that is reasonably satisfactory to the Indemnified Party (and whose fees shall be borne by the Indemnifying Party. (b) Following receipt of notice from ). If an Indemnifying Party assumes the Indemnified Party of a claimdefense of, and the full responsibility for paying or otherwise discharging, any such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days be entitled to take all steps necessary in which to make such investigation the defense thereof including the settlement of any case that involves solely monetary damages without the consent of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigationIndemnified Party; provided, however, that the Indemnified Party agrees to make available to may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. The Indemnifying Party and/or its authorized representative(s) Party, if it has assumed the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration defense of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim or Legal Proceeding by a third party as to provided herein, shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party is entitled to indemnification hereundertake, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including by providing the other party with reasonable access to employees and officers (including as witnesses) and other information at the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party 's expense. So long as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimis in good faith defending such claim or proceeding, the Indemnified Party shall have the right to participate in the defense of not compromise or settle such claim at its own expense. (d) If a claimwithout the prior written consent of the Indemnifying Party, whether between the parties which consent shall not be unreasonably withheld, conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be bound by the results obtained in good faith by unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employeesmay reasonably deem appropriate, and representatives of the Indemnifying Party will promptly indemnify the Indemnified Party, although for Party in accordance with the purpose provisions of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified PartyArticle XI.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification under Section 12.1 above, with the exception of claims for litigation expenses in respect of a litigation as to which a notice of claim, as provided below in this Section 12.2, has previously been given, which expenses shall be as follows: (a) The funded on an ongoing basis, the party claiming the entitled to indemnification (the "“Indemnified Party"”) shall promptly give notice to notify the party from whom the indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch claim and, whether between when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice shall be given by the Indemnified Party thereof to the Indemnifying Party not later than ten (10) business days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) business days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following following receipt of notice thereof. Notwithstanding anything in the preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnifying Party shall not have been prejudiced by such omission. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof; provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer for Taxes with respect to a claimperiod ending after the Closing Date. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Accounts Receivable collected on behalf of Sellers to a claim as to Indemnified Party, which Buyer is entitled to indemnification hereunder. If the Indemnified Party consent shall not be unreasonably withheld (and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and if the Indemnified Party shall cooperate fully with the Indemnifying Party, subject withhold its consent to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request any monetary settlement proposed by the Indemnifying Party and which the other party to so cooperate. If the Indemnifying Party elects action has indicated it is prepared to assume control of the defense of any third-party claimaccept, the Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the right to participate in the defense proposed amount of such claim settlement); provided, further, that the Indemnified Party may, at its own expense. (d) If a claim, whether between participate in any such proceeding with the parties counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or by a third party, requires immediate actionLegal Proceeding, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 12.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 12.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 12.2, (i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be bound one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be borne by the results obtained Indemnifying Party (but in good faith no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim. claim or proceeding) and (fy) The indemnification rights provided in Sections 13.2 and 13.3 hereof the Indemnifying Party shall extend not have the right to direct the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives defense of any such action on behalf of the Indemnified Party, although for . All payments by the purpose of the procedures set forth in Indemnifying Party pursuant to this Section 13.4, any indemnification claims by such parties Article XII shall be made by in cash and through the Indemnified Partyin immediately available funds.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) of promptly (and in any claim, whether between the parties or brought by event within fifteen (15) days) after making such a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, a reasonably detailed description of the claim. If , and contain a reference to the claim relates provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to an action, suit, or proceeding filed by a third party against the Indemnified Party provide such notice shall be given by the Indemnified Party to not release the Indemnifying Party within five from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. Such Indemnifying Party shall have a period of thirty (530) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 9.4(a) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such actionlater date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, suitsuch Indemnitee shall, or proceeding shall have been given subject to the Indemnified Partyprovisions of Article X, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (b) Following receipt of notice from the Indemnified If a claim or demand is made against an Indemnitee by any Person who is not a Party to this Agreement or an Affiliate of a claimParty (a “Third-Party Claim”) as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall provide written notice to the Indemnifying Party promptly, (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third-Party Claim, which notice shall include reasonable detail and, at a minimum, a copy of the Third Party Claim and a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide notice of any such Third-Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. (c) Subject to Sections 9.4(d) and 9.4(e), an Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel if it gives written notice of its intention to do so (including a statement that the Indemnitee is entitled to indemnification under this Article IX) to the applicable Indemnitees within thirty (30) days in which to make such investigation of the claim as receipt of notice from such Indemnitees of the Third-Party Claim (failure of the Indemnifying Party to respond within such thirty (30) day period shall deem necessary be deemed to be an election by the Indemnifying Party not to assume, control the defense of, or desirablehave the right to settle such Third-Party Claim). For After a notice from an Indemnifying Party to an Indemnitee of its election to assume and control the purposes defense of a Third-Party Claim, such investigationIndemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense at its own expense and, in any event, shall reasonably cooperate with the Indemnified Indemnifying Party agrees to in such defense and make available to the Indemnifying Party and/or its authorized representative(sall witnesses and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that such access shall not require the Indemnitee to disclose any information the disclosure of which would, in the good faith judgment of the Indemnitee, result in the loss of any existing privilege with respect to such information or violate any applicable Law. (d) Notwithstanding anything to the contrary in this Section 9.4, in the event that (i) an Indemnifying Party elects not to assume the defense of a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the Indemnifying Party and the Indemnitee, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (iv) the information relied upon by Indemnitee’s exposure to Liability in connection with such Third-Party Claim is reasonably expected to exceed the Indemnified Indemnifying Party’s exposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder, (v) an Indemnifying Party’s stockholders’ equity, as reported on any annual audited balance sheet or unaudited quarterly balance sheet after the Effective Time is less than $100 million; (vi) the Indemnitee is a current or former individual director or officer of InvenTrust or Highlands or (vii) the Person making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnitee or any of its material Assets, then the Indemnitee shall be entitled to substantiate assume, control the claimdefense of, and subject to Section 9.4(e), settle such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnitee’s choosing. If the Indemnified Indemnitee is conducting the defense against any such Third-Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such noticeClaim, the Indemnifying Party shall immediately pay reasonably cooperate with the Indemnitee in such defense and make available to the Indemnified Party Indemnitee all witnesses and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the full amount of the claim. Buyer Indemnitee; provided, however, that such access shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and not require the Indemnifying Party do not agree within said period (or within to disclose any agreed-upon extension thereof)information the disclosure of which would, in the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control good faith judgment of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, result in the loss of any existing privilege with respect to such information or violate any applicable Law. (e) In the case of any Third Party Claim subject to reimbursement for reasonable actual out-of-pocket expense incurred indemnification by an Indemnifying Party, the Indemnified Party as the result of a request by the Indemnitee or Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of that is controlling the defense of any third-party claim, the Indemnified Party shall have the right to participate in consent to entry of any judgment or enter into any settlement or compromise of the defense Third-Party Claim, subject to the consent of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control (where the Indemnitee is controlling the defense) or otherwise participate in the defense of any third-party claim, Indemnitee (where the Indemnifying Party is controlling the defense), which consent shall not be bound by the results obtained in good faith by the Indemnified Party with respect to such claimunreasonably withheld, conditioned or delayed. (f) The [Reserved] (g) Absent fraud or intentional misconduct by an Indemnifying Party, the indemnification rights provided in Sections 13.2 provisions of this Article IX shall be the sole and 13.3 hereof shall extend exclusive remedy of an Indemnitee for any monetary or compensatory damages or Losses resulting from any breach of this Agreement or any Ancillary Agreement, and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the partnersforegoing other than under this Article IX against any Indemnifying Party. (h) Notwithstanding anything to the contrary in this Agreement, shareholdersthe amount of any indemnification payments due under this Agreement to a Protected REIT shall not exceed an amount equal to the maximum amount that can be paid to the Indemnitee in such year without causing the Protected REIT to fail to meet the REIT Requirements for any tax year, directorsdetermined as if such indemnification payment was Nonqualifying Income as determined by the REIT tax counsel or independent accountants to the Protected REIT. If the amount payable for any tax year under the preceding sentence is less than the amount that the relevant Indemnifying Party would otherwise be obligated to pay to the relevant Indemnitee pursuant to this Agreement (the “Expense Amount”), officers, members, partners, agents, employeesthen: (1) the Indemnifying Party shall place the Expense Amount into an escrow account (the “Escrow Account”) using an escrow agent and agreement reasonably acceptable to the Indemnitee and shall not release any portion thereof to the Indemnitee, and representatives (2) the Indemnitee shall not be entitled to any such amount, unless and until the Indemnitee delivers to the Indemnifying Party, at the sole option of the Indemnified Partyrelevant Protected REIT, although for the purpose (i) an opinion of the procedures set forth Protected REIT’s REIT tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter from the Protected REIT’s independent accountants indicating the maximum amount that can be paid at that time to the Indemnitee without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year (in which case, the Indemnitee shall be entitled to receive from the Escrow Account an amount not in excess of such maximum amount), or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause the Protected REIT to fail to satisfy the REIT Requirements. (i) For the avoidance of doubt, to the extent there is any conflict between the provisions of this Section 13.49.4 and the provisions of Section 7.2(f), any indemnification claims by such parties the provisions of Section 7.2(f) shall be made by and through the Indemnified Partycontrol with respect to Tax Contests.

Procedures for Indemnification. The procedures for In case any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be as follows: (a) The party claiming entitled to participate and, unless in the indemnification (the "Indemnified Party") shall promptly give notice reasonable judgment of legal counsel to the indemnified party from whom the indemnification is claimed (the "Indemnifying Party") a conflict of any claim, whether interest between the parties or brought by a third indemnified party against and the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third indemnifying party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice may exist with respect of such action, suitproceeding or claim, or proceeding shall have been given to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. (b) Following receipt of notice from indemnified party. In the Indemnified Party of a claimevent that the indemnifying party fails, the Indemnifying Party shall have within thirty (30) days of receipt of any indemnification notice, to notify, in which to make writing, such investigation person of the indemnifying party’s election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim as (or discontinues its defense at any time after it commences such defense), then the Indemnifying Party shall deem necessary indemnified party may, at its option, defend, settle or desirableotherwise compromise or pay such action or claim. For In any event, unless and until the purposes indemnifying party elects in writing to assume and does so assume the defense of any such investigationclaims, proceeding or action, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party indemnified party’s costs and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount expenses arising out of the claim. Buyer defense, settlement or compromise of any such action, claim or proceeding shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled losses subject to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third The indemnified party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Partyindemnifying party in connection with any negotiation or defense of any such action, subject to reimbursement for reasonable actual out-of-pocket expense incurred claim or proceeding by the Indemnified Party indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action, claim or proceeding. The indemnifying party shall keep the indemnified party fully apprised at all times as to the result status of a request by the Indemnifying Party to so cooperatedefense or any settlement negotiations with respect thereto. If the Indemnifying Party indemnifying party elects to assume control of the defense of defend any third-party such action or claim, then the Indemnified Party indemnified party shall have the right be entitled to participate in the such defense using counsel of such claim its choice at its own sole cost and expense. (d) If a claim, whether between the parties or by a third party, requires immediate . The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article 7 to the parties will make all reasonable efforts contrary, the indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to reach a decision with entry of any judgment in respect thereto as expeditiously as possible. (e) If thereof which imposes any future obligation on the Indemnifying Party indemnified party or which does not elect to assume control or otherwise participate in the defense of any third-party claiminclude, as an unconditional term thereof, the Indemnifying Party shall be bound giving by the results obtained claimant or the plaintiff to the indemnified party of a release from all liability in good faith by the Indemnified Party with respect to of such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) A. The party claiming the indemnification (the "Indemnified PartyClaimant") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Partyparty, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, suit or proceeding filed by a third party against the Indemnified Party Claimant, such notice shall be given by the Indemnified Party to the Indemnifying Party Claimant within five (5) days after written notice of such action, suit, suit or proceeding shall have been was given to the Indemnified PartyClaimant. (b) B. Following receipt of notice from the Indemnified Party Claimant of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem deems necessary or desirable. For the purposes of such investigation, the Indemnified Party Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party Claimant to substantiate the claim. If the Indemnified Party Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party Claimant and the Indemnifying Party do not agree within said period (or within any agreed-mutually agreed upon extension thereof), the Indemnified Party Claimant may seek appropriate legal remedy. (c) C. With respect to any claim by a third party as to which the Indemnified Party Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense expense, to participate in or to assume control of the defense of such claim, and the Indemnified Party Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense expenses incurred by the Indemnified Party Claimant as the result of a request by the Indemnifying Party to so cooperateParty. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party Claimant shall have the right to participate in the defense of such claim at its own expense. (d) D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-third party claim, the Indemnifying Party it shall be bound by the results obtained in good faith by the Indemnified Party Claimant with respect to such claim. (f) F. The indemnification rights provided in Sections 13.2 10.2 and 13.3 hereof 10.3 shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, partners employees and representatives of the Indemnified Party, Claimant although for the purpose of the procedures set forth in this Section 13.410.4, any indemnification claims by such parties shall be made by and through the Indemnified PartyClaimant.

Procedures for Indemnification. The procedures Subject to the following sentence, whenever a claim shall arise for indemnification shall be as follows: (a) The party claiming under this Article 10A, the indemnification (the "Indemnified Party") Party shall promptly give notice to notify the party from whom Indemnifying Party of such claim within the indemnification is claimed (period provided in Section 10.01 and, when known, the "Indemnifying Party") of any claim, whether between facts constituting the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification under this Article 10A resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice shall be given by the Indemnified Party thereof to the Indemnifying Party not later than ten (10) Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) days after Business Days following receipt of notice thereof. Notwithstanding the foregoing, in the case of claims for indemnification hereunder not arising in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall not submit such claims to the Indemnifying Party in increments aggregating less than $50,000. The Indemnified Party’s failure to give timely notice or to furnish the Indemnifying Party with any relevant facts in connection with any third party claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any prejudice to the Indemnifying Party and provided further that nothing contained herein shall extend the time limits set forth in Section 10.10 hereof. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice of such actionwithin ten (10) Business Days, suit, or proceeding shall have been given using counsel that is reasonably satisfactory to the Indemnified Party. (b) Following receipt , provided that any such exercise of notice from the Indemnifying Party’s rights to take control of the defense and investigation of any third party claim shall not be deemed a waiver of the Indemnifying Party’s right to determine at a later date that such third party claim is not entitled to indemnification under this Agreement, in which case the Indemnifying Party may, in the exercise of its sole discretion, determine not to continue to defend any such third party claim and any action taken by the Indemnifying Party in connection with such determination shall be undertaken in a manner so as not to materially prejudice the defense or the rights of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party so as to minimize risk of a claimany such prejudice. Each Indemnified Party shall use commercially reasonable efforts to mitigate Environmental Damages for which it seeks indemnification under this Article 10A. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days be entitled to take all steps necessary in which to make such investigation the defense thereof including the settlement of any case that involves solely monetary damages without the consent of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigationIndemnified Party; provided, however, that the Indemnified Party agrees to make available to may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. The Indemnifying Party and/or its authorized representative(s) Party, if it has assumed the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration defense of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim or Legal Proceeding by a third party as to provided herein, shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party is entitled to indemnification hereundertake, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article 10A, including, but not limited to, by providing the other party with the Indemnifying Partyreasonable access to employees and officers (including as witnesses) and other information, subject provided, that in each case, such access shall be given at reasonable times and upon reasonable notice and without undue interruption to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party such party’s business or personnel. So long as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimis in good faith defending such claim or proceeding, the Indemnified Party shall have the right to participate in the defense of not compromise or settle such claim at its own expense. (d) If a claimwithout the prior written consent of the Indemnifying Party, whether between the parties which consent shall not be unreasonably withheld, conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be bound by the results obtained in good faith by unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employeesmay reasonably deem appropriate, and representatives of the Indemnifying Party will promptly indemnify the Indemnified Party, although for Party in accordance with the purpose provisions of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party10A.03.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification that may be entitled to indemnity hereunder (the "“Indemnified Party"”) shall promptly give prompt notice to the any party from whom the indemnification is claimed obligated to give indemnity hereunder (the "“Indemnifying Party"”) of the assertion of any claim, whether between or the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount commencement of the claim. If the claim relates to an action, any suit, action or proceeding filed by a third party against in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to give the notice described in this Section 11.6(a) shall relieve the Indemnifying Party of its obligations under this Article XI only to the extent that such Indemnifying Party has been prejudiced by the lack of timely and adequate notice (except that the Indemnifying Party shall not be given liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party Party, promptly (and in any event within five ten (510) days thereof) after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim, action, suit or proceeding. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the The Indemnifying Party shall have the right at its own expense to participate in or but not the obligation to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder, provided that (i) the Indemnified Party shall at all times have the right, at its or his option and expense, to participate fully therein, provided that such defense shall remain under the control of the Indemnifying Party, and, (ii) if the Indemnifying Party does not proceed diligently to defend the third-party claim, suit, action or proceeding within twenty (20) days after receipt of notice of such third-party claim, suit, action or proceeding, the Indemnified Party shall have the right right, but not the obligation, to participate in undertake the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense his expense of any such third-party claim, the suit, action or proceeding. (c) The Indemnifying Party shall not be bound by the results obtained in good faith by required to indemnify the Indemnified Party with respect to such claim. any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party, provided that if the Indemnifying Party gives ten (f10) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend days’ prior written notice to the partners, shareholders, directors, officers, members, partners, agents, employeesIndemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto (“Settlement Notice”) and the Indemnified Party fails or refuses to consent to such settlement within ten (10) days after delivery of the Settlement Notice to the Indemnified Party, and representatives such settlement otherwise complies with the provisions of this Section 11.6 the Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party, although if such judgment or settlement imposes any obligation or liability upon the Indemnified Party other than the execution, delivery or approval thereof and customary releases of claims with respect to the subject matter thereof. (d) The Parties shall cooperate in defending any such third-party suit, action, proceeding or investigation, and the defending Party shall have reasonable access to the books and records, and personnel in the possession or control of the other Party that are pertinent to the defense. The Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of the procedures set forth in indemnity granted to such Indemnified Party pursuant to this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified PartyAgreement.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the "As used herein, an “Indemnified Party") shall promptly give notice ” means a party seeking indemnification pursuant to ARTICLE 10, and the term “Indemnifying Party” means the party from whom who is obligated to provide indemnification under ARTICLE 10. The Indemnified Party agrees to give the indemnification is claimed (the "Indemnifying Party") Party prompt written notice of any event, or any claim, whether between the parties action, suit, demand, assessment, investigation, arbitration or brought other proceeding by or in respect of a third party (a “Third-Party Claim”) of which it has knowledge, for which such Indemnifying Party is entitled to indemnification under this ARTICLE 10. In the case of a Third-Party Claim, the Indemnifying Party will have the right to direct, through counsel of its own choosing, the defense or settlement of any such Third-Party Claim at its own expense. In such case the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party’s records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third-Party Claim, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of the defense of any such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such liability. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claimwhich consent will not be unreasonably withheld. If the claim relates Indemnifying Party fails to an actiondefend or fails to prosecute or withdraws from such defense, suit, or proceeding filed by a third party against then the Indemnified Party such notice shall be given by will have the Indemnified Party right to undertake the defense or settlement thereof, at the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim’s expense. If the Indemnified Party assumes the defense of any such Third-Party Claim pursuant to this ARTICLE 10 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird-Party Claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be Except as followsprovided in Section 9.4: (ai) The party claiming the indemnification Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (the "Indemnified Party"a “Direct Claim”) shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given asserted by the Indemnified Party by giving the party being indemnified (the “Indemnifying Party”) prompt written notice (a “Claim Notice”); provided, however, that the failure of any Indemnified Party to give the Claim Notice promptly as required by this Section 9.1 shall not affect such Indemnified Party’s rights under this Section 9.1 except and only to the extent such failure materially prejudices the Indemnifying Party within five (5) days after Party. Such Claim Notice shall describe the Direct Claim in reasonable detail, shall include copies of all material written notice evidence thereof and shall indicate the estimated amount, if reasonably practicable, of such action, suit, the Loss that has been or proceeding shall have been given to may be sustained by the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the . The Indemnifying Party shall have thirty (30) days after its receipt of such Claim Notice to respond in which writing to make such investigation Direct Claim. During such thirty (30) day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the claim Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party shall deem necessary or desirableany of its professional advisors may reasonably request. For the purposes of such investigation, the Indemnified Party agrees to make available to If the Indemnifying Party and/or its authorized representative(sdoes not so respond within such thirty (30) day period, the information relied upon by Indemnifying Party shall be deemed to have accepted such claim. (ii) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Section 9.1 shall be determined: (i) by this Agreement; (ii) by a determination of a court of competent jurisdiction in accordance with Section 10.16; or (iii) by any other means to substantiate the claim. If which the Indemnified Party and the Indemnifying Party shall agree at or prior in writing (a “Determination”). All amounts due to the expiration Indemnified Party shall be paid within ten (10) Business Days after such Determination pursuant to Section 9.5. (iii) An Indemnified Party shall notify the Indemnifying Party promptly in writing, and in reasonable detail, of said any Legal Proceeding made by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement, or a representative of the foregoing against the Indemnified Party (a “Third Party Claim”) with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a Third Party Claim, the Indemnified Party must notify the Indemnifying Party with a copy of the complaint within ten (10) calendar days after receipt thereof and shall deliver a copy of such complaint to the Indemnifying Party within ten (10) calendar days after the receipt of such complaint; provided, however, that the failure of any Indemnified Party to give such notice shall not affect such Indemnified Party’s rights under this Section 9.1 except and only to the extent such failure materially prejudices the Indemnifying Party. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (iv) In the event of the initiation of any Legal Proceeding with respect to a Third Party Claim (in which the only relief sought is monetary damages), the Indemnifying Party may elect, at its own expense, to be represented by counsel of its choice (reasonably acceptable to the Indemnified Party) and to control and defend such Third Party Claim; provided, however, that the (A) the Indemnifying Party gives written notice that it will defend the Third Party Claim to the Indemnified Party within thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to days after the Indemnified Party the full amount has given notice of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Third Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereofClaim under Section 9.1(j)(iii), and (B) the Indemnified Third Party may seek appropriate legal remedy. (c) With respect Action does not relate to or otherwise arise in connection with any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in criminal or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperateregulatory enforcement Legal Proceeding. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the The Indemnified Party shall have the right to participate (and to retain legal counsel to participate) in any such defense at its sole cost and expense except in the defense case where the Indemnified Party shall have reasonably concluded in good faith that representation of both parties by the same counsel would be inappropriate, due to actual or potential differing interests between them, in which case the cost and expenses of counsel to the Indemnified Party shall be paid by the Indemnifying Party. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Legal Proceeding, claim at its own expense. or demand. Such cooperation shall include the retention and the provision of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not settle, or agree to the entry of a final order in, any such proceeding without the prior written consent of the Indemnified Party unless (di) If a claim, whether between the parties sole recourse under such settlement or final order is payment by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party of monetary damages and (ii) such settlement or final order does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by obligate the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 admit any liability and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, includes a full and representatives unconditional release of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified PartyParties.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the "Indemnified Party") Any claim under SECTION 3.05, SECTION 4.01 or SECTION 4.02 or any other Section of this Agreement on account of a Loss which does not result from a Third Party Claim shall promptly give be asserted by written notice given by or on behalf of an Indemnitee to the party from whom the indemnification is claimed (the "relevant Indemnifying Party") . Such Indemnifying Party shall have a period of any claim, whether between 30 calendar days after the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for receipt of such claim, and (ii) the amount of the claimnotice within which to respond thereto. If the any such claim relates to is not paid in full by an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) 30 calendar days after written notice of has been received by the Indemnifying Party, such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnitee and Indemnifying Party shall have thirty (30) days negotiate in which good faith for a reasonable period of time to make settle such investigation of the claim as the amount claimed; PROVIDED, HOWEVER, that such reasonable period shall not, unless otherwise agreed by such Indemnitee and Indemnifying Party shall deem necessary or desirable. For in writing, exceed 45 calendar days from the purposes of time they began such investigationnegotiations; PROVIDED, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of FURTHER, that if such claim, or if the Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. The Indemnitee may, but need not, at any time thereafter bring an Action against the Indemnifying Party to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee also shall be entitled to be paid the expenses of prosecuting such noticeclaim; PROVIDED, HOWEVER, that in the event of any such Action, neither the Indemnitee nor the Indemnifying Party shall immediately pay to assert the Indemnified Party defenses of statute of limitations and laches arising for the full amount of period beginning after the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim date they began negotiations hereunder as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate provided in the defense of such claim at its own expensepreceding sentence. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming An Indemnitee shall give the indemnification (the "Indemnified Party") shall promptly give Indemnifying Party notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claimmatter that an Indemnitee has determined has given, whether between the parties or brought reasonably anticipates could give rise to, a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by a third party against the Indemnified PartySection 7.04(b)), specifying (i) the factual basis for within 30 days of such claimdetermination, and (ii) stating the amount of the claim. If Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the claim relates provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to an action, suit, or proceeding filed by a third party against the Indemnified Party provide such notice shall be given by the Indemnified Party to not release the Indemnifying Party within five (5) days after written notice from any of such actionits obligations, suit, or proceeding except to the extent the Indemnifying Party shall have been given to the Indemnified Partyactually materially prejudiced as a result of such failure. (b) Following receipt of notice from the Indemnified If an Action is made against a B/E Indemnitee or a KLX Indemnitee (each, an “Indemnitee”) by any Person who is not a Party or otherwise a member of a claimGroup of a Party (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the other Party which is or may be required pursuant to this ARTICLE VII or pursuant to any Ancillary Agreement or Continuing Arrangement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 30 days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except to the extent the Indemnifying Party shall have thirty been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee’s receipt thereof (30and in any event within fifteen (15) Business Days), copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (c) Unless there is a reasonable probability that a Third Party Claim may materially and adversely affect the applicable Indemnitee, its Subsidiaries or Affiliates, other than as a result of money damages or other money payments, an Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of any such Third Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel that is reasonably acceptable to the applicable Indemnitees, if it gives notice of its intention to do so to the applicable Indemnitees within 30 days in which to make such investigation of the claim as receipt of notice of the Third Party Claim from such Indemnitees. 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, at its own expense and, in any event, shall cooperate with the Indemnifying Party shall deem necessary or desirable. For the purposes of in such investigation, the Indemnified Party agrees to defense and make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree Party, at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party’s expense, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party all witnesses, pertinent Information and materials in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as the result of a request are reasonably required by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expenseParty. (d) If an Indemnifying Party cannot pursuant to Section 7.04(c) or elects not to assume responsibility for defending a claimThird Party Claim, whether between or fails to notify an Indemnitee of its election as provided in Section 7.04(c), such Indemnitee may defend such Third Party Claim at the parties or by a third party, requires immediate actioncost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the parties will Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all reasonable efforts to reach a decision with respect witnesses, pertinent Information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as expeditiously as possibleare reasonably required by the Indemnitee. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in has assumed the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any third-party claim, Third Party Claim without the consent of the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claimParty. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof In the case of a Third Party Claim, no Indemnifying Party shall extend consent to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives entry of any judgment or enter into any settlement of the Indemnified PartyThird Party Claim without the consent of the Indemnitee; provided, although however, that consent from the Indemnitee shall not be required if such settlement contains a full and unconditional release of the Indemnitee and does not permit any injunction, declaratory judgment, other order or other non-monetary relief (including, for the purpose avoidance of doubt, debarment) to be entered, directly or indirectly, against any Indemnitee. (g) Except as may otherwise be specifically provided for in the procedures Ancillary Agreements and except as set forth in Section 10.02(d) or Section 10.02(f) hereof, the indemnification provisions of this Section 13.4, any indemnification claims by such parties ARTICLE VII shall be made the sole and exclusive remedy of the Parties for any failure by the other Party to perform and through comply with any covenants and agreements in this Agreement and any other dispute, controversy or claim (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or any Ancillary Agreement or Continuing Arrangement, or the Indemnified Partytransactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the Effective Time), between or among any member of the B/E Group, on the one hand, and any member of the KLX Group, on the other hand.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the "“Indemnified Party"”) shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) of any claim, claim whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the a claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five ten (510) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. ; provided, that the amount held in escrow to secure Sellers’ indemnification of Buyer shall be entitled to apply paid in satisfaction of any or all of the Accounts Receivable collected on behalf of claim payable by Sellers to a claim as to which Buyer until that amount is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period exhausted (or within any agreed-upon extension thereofif it is), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or or, if it so elects, to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 12.2 and 13.3 12.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, officers and representatives Affiliates of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.412.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the As used herein, an "Indemnified Party"" means a Party seeking indemnification for any Loss (including, but not limited to attorneys fees) shall promptly give notice pursuant to Section 10.2 or 10.3 hereof, as applicable, and the party from whom the indemnification is claimed (the term "Indemnifying Party") " means the Party who is obligated to provide indemnification under Section 10.2 or Section 10.3, as applicable. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, demand, assessment, investigation, arbitration or other proceeding filed by or in respect of a third party against the Indemnified (a "Third Party Claim") of which it has knowledge, for which such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunderunder this Article 10. In the case of a Third Party Claim, the Indemnifying Party shall will have the right to direct, through counsel of its own choosing, the defense or settlement of any such Third Party Claim at its own expense to expense. In such case, the Indemnified Party may participate in or to assume control such defense, but in such case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party's records and personnel relating to any such Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such claimThird Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for all its reasonable actual out-of-pocket expense costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party as will not pay, or permit to be paid, any part of any claim or demand arising from such Third Party Claim, unless the result Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld) or unless a final judgment from which no appeal may be taken by or on behalf of a request the Indemnified Party is entered against the Indemnified Party for such liability. No such Third Party Claim may be settled by the Indemnifying Party to so cooperatewithout the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party elects fails to assume control of defend or fails to prosecute or withdraws from such defense, then the Indemnified Party will have the right to undertake the defense or settlement thereof, at the Indemnifying Party's expense. If the Indemnified Party assumes the defense of any third-party claimsuch Third Party Claim pursuant to this Section and proposes to settle such claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird Party Claim. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification Any Person (the "“Indemnified Party"”) shall promptly give may assert a claim for indemnification under Section 7.2 (a) or (b), as the case may be, by providing written notice (the “Notice”) to the party from whom the which indemnification is claimed sought (the "“Indemnifying Party") of any claim”), whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) stating the amount of Damages, if known, and the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice nature and basis of such action, suit, or proceeding shall have been given to the Indemnified Partyclaim. (b) In the case of Damages that arise or may arise by reason of any Third-Party claim, promptly after receipt by an Indemnified Party of written notice of the assertion of any claim or the commencement of any action with respect to any matter in respect of which indemnification may be sought hereunder, the Indemnified Party shall give Notice to the Indemnifying Party and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnifying Party prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. In case any such claim is made or action is brought against any Indemnified Party, the Indemnifying Party shall be entitled to assume the defense thereof, by written notice to the Indemnified Party within thirty (30) days after receipt of the Notice stating its intent to do so and acknowledging its potential liability to the Indemnified Party hereunder. If the Indemnifying Party assumes the defense of such claim or action, it shall have the right to settle such claim or action; provided, however, that it shall not settle such claim or action without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if such settlement (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnified Party from all liability with respect to such claim or action or (ii) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. Following delivery of notice of its intention to assume the defense of any claim or action hereunder, the Indemnifying Party shall not be liable hereunder for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if the defendants in any action shall include both an Indemnifying Party and any Indemnified Party and such Indemnified Party shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall have the right to separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party; provided, further, however, that the Indemnifying Party shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together. If the Indemnifying Party chooses to assume the defense of any claim or action pursuant hereto, the Indemnified Party shall cooperate in such defense, which cooperation shall include the retention and the provision to the Indemnifying Party of records and information which are reasonably relevant to such defense, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder, including providing such employees to serve as witnesses. (c) If the Indemnifying Party fails to notify the Indemnified Party of its desire to assume the defense of any claim or action within the prescribed period of time, or shall notify the Indemnified Party that it will not assume the defense hereof, then the Indemnified Party may assume the defense of such claim or action, in which event it may do so acting in good faith, and the Indemnifying Party shall be bound by any determination made in any such action, provided, however, that the Indemnified Party shall not be permitted to settle any such action without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. No such determination or settlement shall affect the right of the Indemnifying Party to dispute the Indemnified Party’s claim for indemnification hereunder. The Indemnifying Party shall be permitted to participate in the defense of such claim or action and to employ counsel at its own expense. (d) With respect to claims solely between the parties, following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or and its authorized representative(s) Representatives the information relied upon by the Indemnified Party to substantiate the claim. If With respect to claims for Uncapped Damages, if the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed-to amount of the such claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If , and if the Indemnified Party and the Indemnifying Party do not agree within said such thirty-day period (or within any agreed-mutually agreed upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expenseterms hereof. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the Whenever a Claim shall arise for indemnification (the "Indemnified Party") shall promptly give notice to the party resulting from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought in connection with a Claim by a third party against (a “Third-Party Claim”) (other than under Section 9.02(b)(iv)), the Person entitled to indemnification (the “Indemnified Party”) shall promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such Claim and, when known, the facts constituting the basis of such Claim; provided, that failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, specifying except to the extent that the Indemnifying Party has been materially prejudiced by such failure. Following receipt of notice of any such Third-Party Claim, and unless (i) the factual basis for assumption of such claimdefense by the Indemnifying Party would be inappropriate due to a conflict of interest, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified such Third-Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period Claim (or any agreed upon extension thereofthe facts or allegations related to such Third-Party Claim) to the validity and amount of such claiminvolves criminal allegations or seeks equitable or injunctive relief, or if (iii) the Indemnifying Party does not respond have the resources to satisfy such noticeThird-Party Claim or (iv) such Third-Party Claim, if adversely determined, could reasonably be expected to materially adversely affect the Indemnifying Party shall immediately pay to business or reputation of the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunderits Affiliates, the Indemnifying Party shall have the right option, at its own expense to participate in or cost and expense, to assume control of the defense of such claimThird-Party Claim and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any such claim or legal proceeding, and the Indemnifying Party shall not be liable to the Indemnified Party shall cooperate fully for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the Indemnifying Partydefense of such Claim, subject to reimbursement for other than reasonable actual out-of-pocket expense incurred fees and expenses of counsel employed by the Indemnified Party as the result of a request by for any period during which the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of has not assumed the defense of any third-party claim, the thereof. The Indemnified Party shall have the right to participate in option of joining the defense of such claim Claim (which shall be at its own expensethe sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such Third-Party Claim with respect to which the Indemnifying Party has assumed the defense in accordance with this Section 9.05(a), the Indemnifying Party, or the Indemnified Party, as the case may be, shall act in good faith, shall consult with the other party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other party shall consent, such consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence. (db) If a claimBuyer shall promptly and diligently defend, whether between prosecute or settle the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. matters described in Section 9.02(b)(iv) (e) If the Indemnifying Party does not elect to assume control or otherwise participate in including the defense of any third-party claim, members of the Indemnifying Party shall be bound by the results obtained in good faith by the Seller Indemnified Party Group that are defendants or respondents with respect to such claim. (f) The indemnification rights provided matters). If Buyer’s counsel shall have advised Buyer in Sections 13.2 and 13.3 hereof writing, in which case Buyer shall extend deliver a copy to the partnersIndemnified Party, shareholdersor if the Indemnified Party reasonably believes, directorsthat there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel, officers, members, partners, agents, employees, the Indemnified Party may retain its own counsel with respect to such defense and representatives Buyer shall pay the reasonable attorneys’ fees and expenses of counsel for such Indemnified Party. Buyer shall obtain the prior written consent of the Indemnified Party, although for which consent shall not be unreasonably withheld, delayed or conditioned, before entering into or making (or allowing the purpose Companies to enter into or make) any settlement or compromise of the procedures set forth matters described in this Section 13.4, any indemnification claims by 9.02(b)(iv) if (i) such parties shall be made by and through settlement or compromise does not include a full release of the Indemnified Party, (ii) such settlement or compromise includes any non-monetary remedy binding on the Indemnified Party or (iii) the Indemnified Party reasonably believes that Buyer will not have the ability to satisfy fully its obligations pursuant to Section 9.02(b)(iv) at the time of such settlement or compromise. (c) After the Closing Date, Seller and Buyer shall grant each other (or their respective designees), and Buyer shall cause the Companies to grant to Seller (or its designees), access at all reasonable times to all of the information, books and records relating to the Companies in its possession, and shall afford such party the right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate or defend any Third-Party Claims; provided that no such party shall be entitled to make available any information, books or records, the disclosure of which would cause a waiver of any applicable privilege or breach of an obligation of confidentiality to a third-party and either party may make access to such information, books and records conditioned upon execution and delivery of a confidentiality agreement reasonably satisfactory to the party requesting disclosure. Further, after the Closing, Buyer shall cause the Companies to grant to Seller (or its designees) the access and right to take extracts and make copies described in the preceding sentence for such other purposes as may be reasonably requested by Seller.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming In the event an Indemnified Party seeks indemnification (under this Agreement, the "Indemnified Party") Party shall promptly give notice hereunder to the party from whom the indemnification is claimed (the "Indemnifying Party") Indemnitor upon obtaining notice of any demand for payment of any Covered Obligation, or any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suitinvestigation, or service of a summons or other initial or continuing legal or administrative process or proceeding filed by a third party in any Proceeding instituted, or threatened to be instituted, against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party because of the indemnification provided for herein, and the Indemnified Party shall be required to permit the Indemnitor to assume the defense of any such Proceeding. The right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice shall be given (or by delay by the Indemnified Party in giving such notice) unless, and only to the Indemnifying extent that, the rights and remedies of the Indemnitor shall have been prejudiced as a result of the failure to give, or the delay in giving, such notice. Failure by the Indemnitor to notify the Indemnified Party of its affirmative intent to defend any such Proceeding within five thirty (530) days after written notice of such action, suit, or proceeding thereof shall have been given to the Indemnified PartyIndemnitor shall be deemed a waiver by the Indemnitor of its right to defend such Proceeding. (b) Following receipt If the Indemnitor assumes the defense of notice from any such Proceeding, the obligations of the Indemnitor hereunder as to such Proceeding shall include taking all steps reasonably necessary in the defense or settlement of such Proceeding and holding the Indemnified Party harmless from and against any and all Losses caused by or arising out of a claimany settlement approved by the Indemnitor or any judgment entered in connection with such Proceeding except where, and only to the extent that, the Indemnifying Party shall have thirty (30) days in which to make such investigation Indemnitor has been prejudiced by the actions or omissions of the claim as Indemnified Party. The Indemnitor shall not, in the Indemnifying Party shall deem necessary or desirable. For defense of any such Proceeding, consent to entry of any judgment (other than a judgment of dismissal on the purposes merits without cause) except with the written consent of such investigation, the Indemnified Party agrees (which consent shall not be unreasonably withheld, delayed or conditioned), or enter into any settlement (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or omission of any violation of law and no material effect on any claims that could reasonably be expected to make available to be made against the Indemnifying Party and/or its authorized representative(sIndemnified Party, (ii) the information relied upon sole relief provided is monetary damages, and (iii) the settlement shall include the giving by the Indemnified Party to substantiate claimant or the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay plaintiff to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or a release from all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With liability in respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and Proceeding. Upon the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control Indemnitor’s assumption of the defense of any third-party claimsuch Proceeding, the Indemnified Party shall have the right be entitled to participate in the defense of such claim at its own expense. (d) If a claimthe Proceeding, whether between but solely by observation and comment to the parties or by a third partyIndemnitor, requires immediate action, and the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel and the payment of fees by the Indemnitor shall have been authorized in advance in writing by the Indemnitor; or (ii) the Indemnitor’s legal counsel shall advise the Indemnitor in writing, with respect a copy to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the purpose immediately preceding sentence is applicable, then the Indemnified Party may employ separate counsel at the expense of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through Indemnitor to represent the Indemnified Party, but in no event shall the Indemnitor be obligated to pay the costs and expenses of more than one such separate counsel for any one Proceeding in any one jurisdiction. The Indemnitor shall not be liable for any settlement of any Proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnitor agrees to indemnify the Indemnified Party against any Loss by reason of such settlement or judgment. (c) Each party hereto shall cooperate in good faith and in all respects with the Indemnitor and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Proceedings (and any appeal arising therefrom). The parties shall cooperate with each other and any notifications to and information requests of any insurers. No individual representative of any party hereto or the respective affiliates shall be personally liable for any loss, claim or other amount under this Agreement, except as specifically agreed to by said individual representative.

Procedures for Indemnification. The procedures Any Person eligible for indemnification shall be as follows: under Sections 10.04 and 10.05 above (a) The party claiming each, the indemnification (the "“Indemnified Party"”) shall promptly give notice to the party from whom the indemnification is claimed Party or Parties obligated under such Section to indemnify such Indemnified Party (the "each, an “Indemnifying Party"”) each time that, and within ten (10) days after, the Indemnified Party becomes aware of any claimfact or circumstance which would reasonably be expected to give rise to an obligation to indemnify under such Section 10.04 or 10.05, whether between the parties or brought which notice shall be accompanied by a third party against copy of any claim made which may result in such obligation to indemnify. The Indemnifying Party shall have the right and obligation to assume the defense (with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party) or settlement of any such claim in respect of which it is obligated to provide indemnity hereunder; provided that the Indemnifying Party shall not settle or compromise any such claim without the Indemnified Party’s prior written consent thereto (such consent not to be unreasonably withheld or delayed), specifying unless the terms of such settlement or compromise discharge and release the Indemnified Party from any and all liabilities and obligations thereunder; provided, further, that PCL and the Padres shall neither institute nor defend any lawsuit on behalf of the City Indemnified Parties without the prior written consent of the City (i) which consent shall not be unreasonably withheld or delayed), and if the factual basis City does not give its consent to such lawsuit or institutes such lawsuit itself, PCL and the Padres shall be relieved of their indemnity obligations described in this Article 10 and shall be relieved of their cost overrun obligations regarding the Ballpark Project for all costs arising out of such lawsuit. Notwithstanding the foregoing, the Indemnified Party at all times shall have the right, at its option and expense, to participate fully in the defense or settlement of such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond proceed diligently to commence to defend or settle such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount claim within fifteen (15) days after its receipt of notice of the claim. Buyer shall be entitled to apply any assertion or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension commencement thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, then the Indemnified Party shall have the right right, but not the obligation, to participate in undertake the defense or settlement of such claim for the account and at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If risk of the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, and the Indemnifying Party shall be bound by the results obtained in good faith by any defense or settlement that the Indemnified Party with respect may make to such claim. (f) . The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partnersparties agree that, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of enforcing any right of indemnity hereunder, the procedures set forth Indemnified Party may join the Indemnifying Party in this Section 13.4, any indemnification claims by third-party claim as to which such right of indemnity would or might apply. The parties shall be made by and through the Indemnified Partycooperate fully in defending or settling any third-party claim.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the "14.7.1 Each Indemnified Party") Party shall promptly give notice hereunder to the indemnifying party from whom the indemnification is claimed (the "Indemnifying Party") after becoming aware of any claim as to which recovery may be sought against the indemnifying party because of the indemnity in this Article 14.0, and, if such indemnity shall arise from the claim of a third party, so long as the indemnifying party assumes liability (as between the Parties) for such claim, whether between the parties Indemnified Party shall permit the indemnifying party to assume the defense of any such claim and any litigation or brought other proceeding resulting from such claim; provided that any indemnifying party and any Indemnified Party may, in any event, at its own expense, monitor the defense of any such claim or litigation. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice (or by delay by an Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the indemnifying party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for the claim for indemnification and the Indemnified Liabilities arising therefrom to the extent ascertainable at the time of the notice. Failure by an indemnifying party to notify an Indemnified Party of its election to defend any such claim or action by a third party against the Indemnified Party, specifying within twenty-one (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (521) days after written notice of such action, suit, or proceeding thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. Notwithstanding the foregoing, the indemnifying party may, at its own expense, monitor the defense of any such claim or action. 14.7.2 The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent, which consent shall not be unreasonably withheld, of the Indemnified Party, which 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 or litigation. (b) Following 14.7.3 If the indemnifying party shall not assume the defense of any such claim by a third party, or litigation resulting therefrom, after receipt of notice from the Indemnified Party of a claimParty, the Indemnifying Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate. 14.7.4 If an indemnifying party shall have not, within thirty (30) days in which to make such investigation after its receipt of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigationnotice required by Section 14.7.1 hereof, advise the Indemnified Party agrees to make available to that the Indemnifying Party and/or its authorized representative(s) indemnifying party denies or disputes the information relied upon by right of the Indemnified Party to substantiate indemnity in respect of the claim. If , then the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if specified, shall be deemed to be finally determined between the Indemnifying Party does not respond to Parties hereto in the amount of such notice, claim. If the Indemnifying Party indemnifying party shall immediately pay to notify the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply that it denies or disputes any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If made by the Indemnified Party Party, then the Parties hereto shall endeavor to settle and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall be settled by appropriate litigation, and any liability established by reason of such settlement, compromise or litigation shall be deemed to be finally determined. Any claim that is finally determined in the Indemnified Party manner set forth above shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred be paid promptly by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-indemnifying party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expensecash. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification indemnity given by each Party pursuant to Clauses 11.1 or 11.2 shall be as followssubject to the following conditions: (a) The party claiming 11.3.1 the Party seeking indemnification (the "“Indemnified Party"”) shall promptly give notice notify the other Party (the “Indemnifying Party”) in writing of a description of the applicable third party claim or proceeding and the nature and amount of any Losses (an “Indemnification Claim Notice”) in respect of which it intends to claim indemnification under this Clause 11 upon actual knowledge of any such claim or proceeding resulting in such Losses; provided, however, that any delay to notify shall not excuse any obligation of the Indemnifying Party except to the party from whom extent such delay materially prejudices the indemnification is claimed (the "Indemnifying Party") defense of such claim; 11.3.2 no admissions of liability or compromise or offer of settlement of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given made by the Indemnified Party to without the prior written consent of the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party.; (b) Following receipt of notice from the Indemnified Party of a claim, 11.3.3 the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or full control over any agreed upon extension thereof) to the validity and amount of such claim, proceedings or if settlement negotiations in respect of which it is providing the Indemnifying Party does not respond to such noticeindemnity, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, provided that the Indemnified Party shall have the right to participate in the defense of any such claim claim, proceedings, or settlement negotiations represented by its own counsel at its own cost and expense.; (d) If a claim, whether between 11.3.4 the parties or Indemnified Party shall cooperate as may be reasonably requested by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect (and at the Indemnifying Party’s expense) in order to assume control or otherwise participate in ensure the proper and adequate defense of any third-party claimaction, claim or liability covered by this indemnification; and 11.3.5 the Indemnifying Party shall be bound by may not settle or otherwise dispose of any claim without the results obtained in good faith by prior written consent of the Indemnified Party with respect to unless such claim. settlement includes only the payment of monetary damages (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to which are fully paid by the partnersIndemnifying Party), shareholders, directors, officers, members, partners, agents, employees, and representatives of does not impose any injunctive or equitable relief upon the Indemnified Party, although for the purpose does not require any admission or acknowledgment of liability or fault of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by Indemnified Party and through contains an unconditional release of the Indemnified PartyParty in respect of such claim.

Procedures for Indemnification. The procedures Whenever a Claim shall arise for indemnification shall be as follows: (a) The party claiming the indemnification (the "Indemnified Party") shall promptly give notice to the party resulting from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought in connection with a Claim by a third party against (a “Third-Party Claim”), the Person entitled to indemnification (the “Indemnified Party”) shall promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such Claim and, when known, the facts constituting the basis of such Claim; provided, that failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, specifying (i) except to the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to extent that the Indemnifying Party within five (5) days after written notice of has been prejudiced by such action, suit, or proceeding shall have been given to the Indemnified Party. (b) failure. Following receipt of notice from of any such Third-Party Claim, and unless the Indemnified Party assumption of a claim, such defense by the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall would be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers inappropriate due to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunderconflict of interest, the Indemnifying Party shall have the right option, at its own expense to participate in or cost and expense, to assume control of the defense of such claimThird-Party Claim and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any such claim or legal proceeding, and the Indemnifying Party shall not be liable to the Indemnified Party shall cooperate fully for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the Indemnifying Partydefense of such Claim, subject to reimbursement for other than reasonable actual out-of-pocket expense incurred fees and expenses of counsel employed by the Indemnified Party as the result of a request by for any period during which the Indemnifying Party to so cooperatehas not assumed the defense thereof. If In the defense of such Claim, the Indemnifying Party elects to assume control of shall act in good faith and conduct the defense of any third-party claimactively and diligently, and in the event the Indemnifying Party is not complying with the foregoing, the Indemnified Party shall have the right to participate in assume the defense of such claim Claim. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at its own expense. (dthe sole cost and expense of the Indemnified Party) If a claim, whether between the parties or with counsel not reasonably objected to by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect and counsel for each party shall, to assume control the extent consistent with such counsel’s professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement or otherwise participate in compromise of, or consenting to the entry of any judgment with respect to, any such Third-Party Claim with respect to which the Indemnifying Party has assumed the defense of any third-party claimin accordance with this Section 11.5, the Indemnifying Party, or the Indemnified Party, as the case may be, shall act in good faith, shall consult with the other party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other party shall consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (a) there is a full release of the Indemnified Party and (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. An Indemnifying Party shall not be bound by the results obtained in good faith liable for any settlement, compromise or judgment entered into by the Indemnified Party not made in accordance with the preceding sentence. Notwithstanding the rights of Sellers under this Section 11.5 with respect to such claim. (f) The indemnification rights provided the defense of claims, the Buyer shall control any environmental remediation performed at the Channelview Facility, and shall have the right to take any action required, in Sections 13.2 Buyer’s reasonable judgment, by prudent environmental management and 13.3 hereof shall extend plant operation. Notwithstanding anything to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth contrary in this Section 13.411.5, the Parties shall jointly control any indemnification claims by such parties shall be made by and through the Indemnified PartyTax Proceeding involving Taxes attributable to a Straddle Period.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The No party claiming hereto will be liable for any Claim for indemnification under this Article X unless written notice of a Claim for indemnification is delivered by the party seeking indemnification (the "“Indemnified Party"”) shall promptly give notice to the party from whom the indemnification is claimed sought (the "“Indemnifying Party"”) prior to the expiration of any claimapplicable survival period set forth in Section 10.1 (in which event the Claim will survive until resolved). If any third party notifies the Indemnified Party with respect to any matter which may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article X including with respect to any Loss arising therefrom which would be within the applicable Basket Amount of the Indemnifying Party, whether between then the parties or brought by Indemnified Party will notify the Indemnifying Party promptly thereof in writing and in any event within thirty (30) days after receiving written notice from a third party against party; provided that no delay on the part of the Indemnified Party, specifying (i) Party in notifying the factual basis for such claimIndemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and (iithen only to the extent that, the Indemnifying Party is actually prejudiced thereby. All notices given pursuant to this Section 10.4(a) will describe with reasonable specificity the nature of the Claim, the amount of the claim. If Claim (if then known) and the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice basis of such action, suit, or proceeding shall have been given to the Indemnified Party’s Claim for indemnification. (b) Following receipt of notice from the Indemnified Party of a claimClaim in accordance with Section 10.4(a) (other than a Third Party Claim which will be governed by Section 10.4(c) below), the Indemnifying Party shall will have thirty (30) days in which from the date it receives notice of such Claim (the “Dispute Period”) to make such investigation of the claim Claim as the Indemnifying Party shall deem deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to will make available to the Indemnifying Party and/or its authorized representative(s) all the material information related to such Claim relied upon by by, or in possession or control of, the Indemnified Party to substantiate the claimsuch Claim. If the Indemnifying Party disagrees with the validity or amount of all or a portion of such Claim made by the Indemnified Party, the Indemnifying Party will deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or the Indemnifying Party provides notice that it does not have a dispute with respect to such Claim, such Claim will be deemed approved and consented to by the Indemnifying Party (such Claim being referred to herein as an “Approved Indemnification Claim”). The Indemnifying Party will pay any such Approved Indemnification Claim within five (5) business days after such Claim is determined to be an Approved Indemnification Claim by wire transfer of immediately available funds to an account designated in writing by the Indemnified Party. (c) After the Indemnified Party has given notice of a Third Party Claim to the Indemnifying Party pursuant to Section 10.4(a), the Indemnifying Party will be entitled to participate therein and, to the extent desired, upon written notice delivered to the Indemnified Party within ten (10) days thereafter and provided that (i) it assumes in writing full responsibility for all Losses relating to such Third Party Claim, (ii) the Third Party Claim does not involve any material customer or supplier of the Indemnified Party, or any officer or key employee of the Indemnified Party, and (iii) the Third Party Claim does not seek injunctive or other nonmonetary relief against the Indemnified Party, to assume the defense thereof with counsel of its choice; provided, however, the Indemnified Party may participate in such defense and after notice of the Indemnifying Party’s election to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party for any further legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of the Third Party Claim, other than reasonable out-of-pocket costs of investigation, unless the Indemnifying Party does not actually promptly assume the defense thereof following notice of such election. Notwithstanding the foregoing, if (i) the Indemnified Party elects to pursue one or more defenses or counterclaims available to it that are inconsistent with one or more of those that are being pursued by the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto in order to maintain the business goals and/or relationships of such Indemnified Party, (ii) the Indemnified Party is requested by the Indemnifying Party to participate in the defense or counterclaim as a principal or otherwise substantially engage in the management or conduct of the defense or counterclaim, or (iii) in the reasonable opinion of counsel to the applicable Indemnified Party, a conflict or potential conflict exists between the applicable Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of that would make such claimseparate representation advisable, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), then the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such Third Party Claim, and the Indemnifying Party will reimburse the Indemnified Party for the reasonable legal and other expenses of one law firm as counsel for the Indemnified Party in the defense of such Third Party Claim, together with the reasonable legal and other expenses of a separate local law firm in each applicable jurisdiction and provided further that in any Third Party Claim where an Indemnified Party is not controlling the defense and which involves any customer or supplier or the Indemnified Party or its Affiliates, such participation shall in any event include the right of the Indemnified Party to engage in direct discussions with the other parties to such Third Party Claim, including discussions concerning the claim at and potential resolution thereof. In the event the Indemnifying Party does not assume the defense of a Third Party Claim, the Indemnified Party will have the right to undertake the defense of such Third Party Claim, by counsel or other representatives of its own expensechoosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the limitations on the Indemnifying Party’s obligations to indemnify as set forth in this Article X). The party controlling the defense of a Third Party Claim will consider in good faith any recommendations made by the other party with respect to the defense of such Third Party Claim. (d) If a claim, whether between the parties Whether or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If not the Indemnifying Party does not elect to assume control or otherwise participate in assumes the defense of a Third Party Claim, (i) the Indemnified Party shall not admit any third-party claimliability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent, not to be unreasonably withheld, and (ii) the Indemnifying Party shall be bound by not, without the results obtained Indemnified Party’s prior written consent, admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim unless such admission, settlement, compromise or discharge would not (x) result in good faith by the imposition of a judgment that would require any payment by, or restrict the future activity or conduct of the Indemnified Party with respect or any Subsidiary or Affiliate thereof (y) by its terms unconditionally obligate the Indemnifying Party (or its Subsidiaries or Affiliates) to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to pay the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives full amount of the liability in connection with such Third Party Claim or (z) unconditionally release all Indemnified Party, although for the purpose of the procedures set forth Parties in this Section 13.4, any indemnification claims by connection with such parties shall be made by and through the Indemnified PartyThird Party Claim.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming Promptly following the receipt by a Person entitled to indemnification under this Article VIII (the "an “Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party"”) of any notice of a demand, claim, whether between the parties action, assessment or proceeding made or brought by a third party against party, including a Governmental Authority (a “Third Party Claim”), and promptly upon an Indemnified Party becoming aware of the Basis of a claim for Damages, such Indemnified Party, specifying : (i) shall notify the factual basis for Seller, or the Buyer, as applicable (each, an “Indemnifying Party”), of such claim’s existence, setting forth the facts and circumstances in connection with which such Indemnified Party has received such notice or become aware of such Basis; and (ii) specifying the amount basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted; provided, however, that a failure to provide prompt notification shall not prevent or prejudice a claim under this Article VIII except to the extent such failure has prejudiced the rights or defenses of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the The Indemnified Party shall, upon reasonable notice by the Indemnifying Party, tender the defense of a claim, Third Party Claim to the Indemnifying Party. If the Indemnifying Party shall have thirty (30) days in which to make such investigation accepts responsibility for the defense of the claim as the Indemnifying a Third Party shall deem necessary or desirable. For the purposes of such investigationClaim, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, then the Indemnifying Party shall have the right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in good faith and upon the advice of counsel, and subject to the consent of the Indemnified Party (which shall not be unreasonably withheld) to settle any such matter, either before or after the initiation of litigation, provided that at least ten (10) days prior to any such settlement, they shall give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by the Indemnifying Party. (c) Notwithstanding the foregoing, in connection with any settlement negotiated by the Indemnifying Party, no Indemnified Party shall be required to: (i) enter into or be bound by or obligated under any settlement (A) that does not include the delivery by the claimant or plaintiff to participate the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to assume control of the Indemnifying Party within the ten (10) day period prior to such proposed settlement, unreasonably withhold its consent with respect to such settlement proposal as contemplated by Article VIII, and desire to have the Indemnifying Party tender the defense of such claimmatter back to the Indemnified Party, and or (C) that requires an Indemnified Party to take any unreasonable affirmative actions as a condition of such settlement; or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to clause (i)(B) above, the Indemnified Party shall cooperate fully with thereafter have all of the Indemnifying Partyresponsibility for defending, subject contesting and settling such Third Party Claim but shall not be entitled to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request indemnification by the Indemnifying Party to so cooperate. If the extent that, upon final resolution of such Third Party Claim, the Indemnifying Party’s liability to the Indemnified Party but for this proviso exceeds what the liability to the Indemnified Party would have been if the Indemnified Party were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under clause (i)(B) above. (d) If, in accordance with the foregoing provisions of this Article VIII, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if the Indemnifying Party elects shall fail to assume control of accept the defense of any third-party claima Third Party Claim which has been tendered in accordance with this Section 8.5, the Indemnified Party shall have the right right, without prejudice to participate its rights of indemnification hereunder, in its discretion exercised in good faith and upon the defense advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.5, the Indemnified Party defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees, expert fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Indemnifying Party of itemized bills for said attorneys’ fees, court costs and other expenses. No failure by the Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 8.5 shall relieve it of such claim at its own expense. (d) If a claim, whether between obligations to the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possibleextent they exist. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying The Indemnified Party shall be bound use commercially reasonable efforts to seek recovery from any insurance policies owned by any Target as of the results obtained in good faith by the Indemnified Party Closing Date with respect to such claimany Damages eligible for reimbursement under said insurance policies. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification A Person who may be entitled to be indemnified and held harmless under Section 3.2 or Section 3.3 (the "“Indemnified Party") ”), shall promptly give notice to notify (but in any event within thirty (30) days) the party from whom the indemnification Party that is claimed potentially liable therefor (the "“Indemnifying Party"”) in writing of any pending or threatened claim, whether between the parties investigation, proceeding or brought demand by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against Third Party that the Indemnified Party has determined has given or could reasonably give rise to such notice shall be given a right under this Agreement (including a pending or threatened claim or demand asserted by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party.a Third (b) Following receipt of a notice of a Third-Party Claim from the an Indemnified Party of a claimpursuant to Section 3.4(a), the Indemnifying Party shall have may assume the defense and control of such Third-Party Claim by delivery of written notice to the Indemnified Party, and if it does not assume the defense of such Third-Party Claim, to participate in the defense of any Third-Party Claim in accordance with the terms of Section 3.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnified Party, within thirty (30) days in which to make of receipt of an indemnification notice of from such investigation of the claim as Indemnified Party; provided that the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any assume or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume maintain control of the defense of any thirdThird-party claim, Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party to the extent (i) in the reasonable judgment of the Indemnified Party, after consultation with outside counsel, there exists a conflict of interest between the Indemnifying Party and the applicable Indemnified Party in the defense of such Third- Party Claim by the Indemnifying Party, (ii) the Third-Party Claim is a criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party or (iii) the Third-Party Claim seeks injunctive or other non-monetary relief that, if granted, would reasonably be expected to have a material and adverse effect on the Indemnified Party’s business. (c) The Indemnified Party may take any actions reasonably necessary to defend such Third-Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by Section 3.4(b). If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall have allow the right Indemnified Party a reasonable opportunity to participate in the defense of such claim Third-Party Claim with its own counsel and at its own expense., and the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof (it being understood and agreed that even if the Indemnified Party participates in the defense of such a Third-Party Claim, the Indemnifying Party shall control the defense and all decisions with respect thereto). Remainco or Spinco, as the case may be, shall, and shall use their reasonable best efforts to, and to cause their Affiliates and Representatives to, cooperate fully with the Indemnifying Party in the defense of any Third-Party Claim. Without limiting the generality of the foregoing, from and after the delivery of a notice of a claim for indemnification, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its Representatives reasonable access, during normal business hours, to the books, records, personnel (d) If a claimNo Indemnifying Party shall have any liability under this Article III for any Losses arising out of or in connection with any Third-Party Claim that is settled or compromised by an Indemnified Party without the prior consent of such Indemnifying Party (such consent not to be unreasonably withheld, whether between the parties conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possibledelayed). (e) If an Indemnified Party wishes to make a claim under this Article III that does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party does not elect to assume control or otherwise participate in setting forth (i) a reasonably detailed description of the defense of any third-party claim, (ii) a good faith estimate of the amount of the claim (to the extent ascertainable) and (iii) the specific provision of this Agreement that the Indemnified Party alleges to be breached (or other category of indemnification into which the Loss fits), and such notice shall be accompanied by copies of all documentation available to the Indemnified Party that may be necessary or appropriate for the purposes of enabling the Indemnifying Party shall to be bound by the results obtained in good faith by the Indemnified Party informed and to take any and all appropriate decisions and actions with respect to the matter and Loss that is the subject of the claim; provided that the failure to provide such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof notice on a timely basis shall extend not release the Indemnifying Party from any of its obligations under this Article III except to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of extent the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims Indemnifying Party is actually prejudiced by such parties failure. Reasonable and documented out-of-pocket expenses incurred by current or former Representatives of a Party or another member of such Party’s Group (but in no event any compensation expenses of current employees of a Party or another member of a Party’s Group) in connection with another Party’s access to them shall be made reimbursed by and through such other Party promptly following such other Party’s receipt of an invoice specifying in reasonable detail the Indemnified Partyexpenses incurred.

Procedures for Indemnification. The Except as provided in Section 7.02, the procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the "“Indemnified Party"”) shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) of any claim, claim whether between the parties or brought by a third party against the Indemnified Party, specifying in reasonable detail (i) the factual basis for such claim, claim and (ii) the amount of the claim. If the a claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party Party, such notice shall be given by the Indemnified Party to the Indemnifying Party promptly but in any event within five (5) days Business Days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or and or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. , or, in the case of a Buyer shall be entitled Indemnified Party, may offset the amount of such claim, pro rata against the Notes, pursuant to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedyprovisions set forth in Section 6.05. (c) With respect to any claim by a third party claim as to which the Indemnified Party is entitled to seeking indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or or, if it so elects, to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense (other than legal or other professional expenses) incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in (but not control) the defense of such claim at its own expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any subsidiary or Affiliate thereof or if such settlement or compromise does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 11.4, the parties shall be proceed as follows: (a) provided as set forth in this Section 11.3. The party claiming the entitled to indemnification (the "“Indemnified Party"”) shall promptly give notice to notify the party from whom the which indemnification is claimed sought (the "“Indemnifying Party"”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party against the Indemnified Party(a “Third Party Claim”), specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party shall give such notice shall be given by the Indemnified Party thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the Third Party Claim is required, and in any event within five (5) days after Business Days following receipt of notice thereof. In the event of any such Third Party Claim, the Indemnifying Party may, at its sole cost and expense, assume the defense of the Third Party Claim by written notice of such actionwithin 30 calendar days, suit, or proceeding shall have been given using counsel that is reasonably satisfactory to the Indemnified Party. (b) Following receipt . The failure of an Indemnified Party to give timely notice from shall not affect the right to indemnification of the Indemnified Party except to the extent that the Indemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of a claimany such Third Party Claim, the Indemnifying Party shall have thirty (30) days be entitled to take all steps necessary in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigationdefense thereof, including any settlement; provided, however, that the Indemnified Party agrees may, at its own expense, participate in any Legal Proceeding with respect to make available to such Third Party Claim with counsel of its choice without any right of control thereof. The Indemnifying Party, if it has assumed the Indemnifying defense of any Third Party and/or its authorized representative(sClaim as provided herein, shall not, however: (i) consent to, or enter into, any compromise or settlement of the information relied upon by Third Party Claim which commits the Indemnified Party to substantiate the claim. If take, or to forbear from taking, any action or does not provide for a full and complete written release by such third party of the Indemnified Party, or (ii) consent to the entry of any judgment in any Legal Proceeding that does not relate solely to monetary damages arising from the Third Party and Claim, in any such case, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any Third Party Claim in respect of which indemnity is sought pursuant to this Article 11, including, but not limited to, by providing the other party with the Indemnifying Party, subject reasonable access to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party employees and officers (including as the result of a request by witnesses) and other information. So long as the Indemnifying Party to so cooperate. If the Indemnifying is in good faith defending any Third Party elects to assume control of the defense of any third-party claimClaim, the Indemnified Party shall have not compromise or settle such Third Party Claim without the right to participate in prior written consent of the defense of such claim at its own expense. (d) If a claimIndemnifying Party, whether between the parties which consent shall not be unreasonably withheld, conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimThird Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall be bound by the results obtained in good faith by promptly indemnify the Indemnified Party in accordance with respect to such claimthe provisions of this Article 11. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for If a party entitled to indemnification shall be as follows: pursuant to this Article V (a) The party claiming the indemnification (the an "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") becomes aware of any liability, loss, damage, claim, whether between the parties cost or brought expense with respect to which a claim for indemnification may be asserted pursuant to this Article V, or if any claim is made by a third party against the Indemnified PartyPerson or any suit, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suitinvestigation, claim or proceeding filed by (a third party against "Proceeding") commenced for which the Indemnified Party such notice shall be given by seek indemnity from the Indemnifying Party, the Indemnified Party shall, with reasonable promptness, give to the such Indemnifying Party within five (5) days after written notice of such actionProceeding and request the Indemnifying Party to defend the same, suitprovided, however, that the failure of an Indemnified Party to deliver such written notice with reasonable promptness shall not be deemed to bar or otherwise limit the rights of the Indemnified Party hereunder unless such failure materially prejudices the rights or defenses of the Indemnifying Party. The Indemnifying Party agrees to defend such claim, action or proceeding at its own expense, and shall have been given give written notice to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claimthe commencement of such defense with reasonable promptness after the giving of the written notice of the claim by the Indemnified Party. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense with the Indemnifying Party shall have thirty in such defense (30) days in which subject to make such investigation the right of the claim as the Indemnifying Party to control such defense), but shall deem necessary not be entitled in any way to release, waive, settle, modify or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of pay such claim, action or proceeding without the written consent of the Indemnifying Party, if the Indemnifying Party does not respond to has assumed such notice, the Indemnifying Party shall immediately pay to the defense. The Indemnified Party the full amount of the claim. Buyer shall be entitled to apply shall, in any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party case, fully cooperate with and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by assist the Indemnifying Party to so cooperatethe extent reasonably possible. If the Indemnifying Party elects fails to assume control of the defense of any third-party claimtimely defend, contest or otherwise protect against such Proceeding, the Indemnified Party shall have the full right to participate defend against such claim, action or proceeding in such manner as it may deem appropriate, including, without limitation, the defense right to make any compromise or settlement thereof (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such claim at its own expense. (d) If a claimProceeding, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, and the Indemnifying Party shall be bound by any determination made in such Proceeding or (subject to the results obtained in good faith consent of the Indemnifying Party, which consent shall not be unreasonably withheld) any compromise or settlement effected by the Indemnified Party. In the event the Indemnifying Party with respect to shall assume the defense, no compromise or settlement of such claim. claims may be effected by the Indemnifying Party without the Indemnified Party's consent (f) The indemnification rights provided which consent shall not be unreasonably withheld, provided, however that the Indemnified Party may withhold such consent at its discretion if, in Sections 13.2 and 13.3 hereof shall extend to its judgment, such compromise or settlement would have an adverse impact on the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives future operations of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party).

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Promptly after receipt by an indemnified party claiming the indemnification (the "Indemnified Party") shall promptly give under this Section 6 of notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties commencement of any action, or brought by the discovery of any facts or circumstances which could reasonably result in, if not attended to, a third claim or commencement of any action, the indemnified party shall, if a claim in respect thereof is to be or may be made against the Indemnified Partyindemnifying party under this Section 6, specifying (i) notify the factual basis for such claim, and (ii) the amount indemnifying party in writing of the claim, the commencement of that action or state of facts or circumstances; provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the indemnified party. If the any such claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by brought against an indemnified party, and it shall notify the Indemnified Party indemnifying party thereof, the indemnifying party shall be entitled to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any such claim. With respect to any such claim relating solely to the Indemnifying Party within five (5) days after written notice payment of such actionmoney damages and which will not result in the indemnified party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, suit, or proceeding and as to which the indemnifying party shall have been given acknowledged in writing the obligation to indemnify the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claimindemnified party hereunder, the Indemnifying Party indemnifying party shall have thirty (30) days in which the sole right to make such investigation of the claim as the Indemnifying Party shall deem necessary defend, settle or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount otherwise dispose of such claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate; provided, however, that the indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any such claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner; and provided, further, that if the Indemnifying Party does not respond indemnified party has elected to such notice, the Indemnifying Party shall immediately pay be represented by separate counsel pursuant to the Indemnified Party proviso to the full amount following sentence, such settlement or compromise shall be effected only with the consent of the claimindemnified party, which consent shall not be unreasonably withheld. Buyer shall be entitled After notice from the indemnifying party to apply any or all the indemnified party of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or election to assume control of the defense of such claimclaim or action, and the Indemnified Party indemnifying party shall cooperate fully with not be liable to the Indemnifying Party, subject to reimbursement indemnified party under this Section 6 for reasonable actual out-of-pocket expense any legal or other expenses subsequently incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of indemnified party in connection with the defense thereof other than reasonable costs of any third-investigation; provided, however, that the indemnified party claim, the Indemnified Party shall have the right to participate employ counsel to represent it if, in the defense indemnified party's reasonable judgment, it is advisable for the indemnified party to be represented by separate counsel, and in that event the fees and expenses of such claim at its own expense. (d) If a claim, whether between separate counsel shall be paid by the indemnifying party. The parties or by a third party, requires immediate action, each agree to render to the other parties will make all reasonable efforts such assistance as may reasonably be requested in order to reach a decision with respect thereto as expeditiously as possible. (e) If insure the Indemnifying Party does not elect to assume control or otherwise participate in the proper and adequate defense of any third-party claimsuch claim or proceeding. Notwithstanding the preceding, (i) Buyer shall not make a claim for indemnity against Seller or Stockholder under Section 6.1(ii) unless and until the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to aggregate amount of such claim. (f) The claims exceeds $50,000, whereupon Buyer may claim indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose amounts of such claims or any portion thereof exceeding $25,000 and (ii) Seller or Stockholder shall not make a claim for indemnity against Buyer under Section 6.2(i) unless and until the procedures set forth in this Section 13.4aggregate amount of such claims exceeds $50,000, whereupon Seller or Stockholder may claim indemnification for the amounts of such claims or any indemnification claims by such parties shall be made by and through the Indemnified Partyportion thereof exceeding $25,000.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) of promptly (and in any claim, whether between the parties or brought by event within fifteen (15) days) after making such a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) determination. Such notice shall state the amount of the claim. If Loss claimed, if known, and method of computation thereof, and contain a reference to the claim relates provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to an action, suit, or proceeding filed by a third party against the Indemnified Party provide such notice shall be given by the Indemnified Party to not release the Indemnifying Party within five from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. Such Indemnifying Party shall have a period of thirty (530) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 9.4(a) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such actionlater date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, suitsuch Indemnitee shall, or proceeding shall have been given subject to the Indemnified Partyprovisions of Article X, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder. (b) Following receipt of notice from the Indemnified If a claim or demand is made against an Indemnitee by any Person who is not a Party to this Agreement or an Affiliate of a claimParty (a “Third-Party Claim”) as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that the failure to provide notice of any such Third-Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. (c) An Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel if it gives written notice of its intention to do so (including a statement that the Indemnitee is entitled to indemnification under this Article IX) to the applicable Indemnitees within thirty (30) days in which to make such investigation of the claim as receipt of notice from such Indemnitees of the Third-Party Claim (failure of the Indemnifying Party to respond within such thirty (30) day period shall deem necessary be deemed to be an election by the Indemnifying Party not to assume the defense for such Third-Party Claim). After a 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 desirable. For settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the purposes of Indemnifying Party in such investigation, the Indemnified Party agrees to defense and make available to the Indemnifying Party and/or its authorized representative(sall witnesses and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that such access shall not require the Indemnitee to disclose any information the disclosure of which would, in the good faith judgment of the Indemnitee, result in the loss of any existing privilege with respect to such information or violate any applicable Law. (d) Notwithstanding anything to the contrary in this Section 9.4, in the event that (i) an Indemnifying Party elects not to assume the defense of a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the Indemnifying Party and the Indemnitee, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (iv) the information relied upon by Indemnitee’s exposure to Liability in connection with such Third-Party Claim is reasonably expected to exceed the Indemnified Indemnifying Party’s exposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder, or (v) the Person making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnitee or any of its material Assets, such Indemnitee shall be entitled to substantiate control the claimdefense of such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnitee’s choosing. If the Indemnified Indemnitee is conducting the defense against any such Third-Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such noticeClaim, the Indemnifying Party shall immediately pay reasonably cooperate with the Indemnitee in such defense and make available to the Indemnified Indemnitee all witnesses and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee; provided, however, that such access shall not require the Indemnifying Party to disclose any information the disclosure of which would, in the good faith judgment of the Indemnifying Party, result in the loss of any existing privilege with respect to such information or violate any applicable Law. (e) Unless the Indemnifying Party elects not to or has no right to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). If an Indemnifying Party elects not to or has no right to assume the defense of the Third-Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that liability for such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (f) In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee 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 any Indemnitee, does not release the Indemnitee from all liabilities and obligations with respect to such Third-Party Claim or includes an admission of guilt or liability on behalf of the Indemnitee. (g) Notwithstanding any other provision of this Section 9.4, with respect to any Third-Party Claim that may give rise to an Eligible SSS Liability, until such time, if any, as Xenia has paid the full amount of the claimXenia SSS Liabilities (which may include payments to Inland American in respect of indemnification obligations hereunder relating to Xenia SSS Liabilities), (i) for purposes of this Section 9.4, Xenia shall be deemed to be the Indemnifying Party with respect to any such Third Party Claim, and shall assume the defense of any such Third-Party Claim and engage such counsel as Xenia shall select, subject to the consent of Inland American (which shall not be unreasonably withheld); (ii) Xenia shall keep Inland American reasonably apprised of the status of any such Third-Party Claim and (iii) Xenia shall not consent to entry of any judgment or enter into any settlement of any such Third-Party Claim against Inland American without the consent (not to be unreasonably withheld, conditioned or delayed) of Inland American. Buyer Once Xenia has paid the full amount of the Xenia SSS Liabilities, unless the Parties otherwise agree, Inland American shall be deemed to be the Indemnifying Party for purposes of this Section 9.4 with respect to any existing Third-Party Claim for which Xenia was previously deemed to be the Indemnifying Party for purposes of this Section 9.4(g). (h) Absent fraud or intentional misconduct by an Indemnifying Party, the indemnification provisions of this Article IX shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or Losses resulting from any breach of this Agreement or any Ancillary Agreement, and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article IX against any Indemnifying Party. (i) Notwithstanding anything to the contrary in this Agreement, the amount of any indemnification payments due under this Agreement to a Protected REIT shall not exceed an amount equal to the maximum amount that can be paid to the Indemnitee in such year without causing the Protected REIT to fail to meet the REIT Requirements for any tax year, determined as if such indemnification payment was Nonqualifying Income as determined by the REIT tax counsel or independent accountants to the Protected REIT. If the amount payable for any tax year under the preceding sentence is less than the amount that the relevant Indemnifying Party would otherwise be obligated to pay to the relevant Indemnitee pursuant to this Agreement (the “Expense Amount”), then: (1) the Indemnifying Party shall place the Expense Amount into an escrow account (the “Escrow Account”) using an escrow agent and agreement reasonably acceptable to the Indemnitee and shall not release any portion thereof to the Indemnitee, and (2) the Indemnitee shall not be entitled to any such amount, unless and until the Indemnitee delivers to the Indemnifying Party, at the sole option of the relevant Protected REIT, (i) an opinion of the Protected REIT’s REIT tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter from the Protected REIT’s independent accountants indicating the maximum amount that can be paid at that time to the Indemnitee without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year (in which case, the Indemnitee shall be entitled to apply receive from the Escrow Account an amount not in excess of such maximum amount), or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any or all Expense Amount hereunder will not cause the Protected REIT to fail to satisfy the REIT Requirements. (j) For the avoidance of doubt, to the Accounts Receivable collected on behalf extent there is any conflict between the provisions of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party this Section 9.4 and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereofprovisions of Section 7.2(f), the Indemnified Party may seek appropriate legal remedyprovisions of Section 7.2(f) shall control. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification An indemnified party asserting a claim must first notify the indemnifying parties. If the indemnifying parties dispute the claim, they shall deliver a notice of dispute within thirty (30) days of the date on which the notice of Loss was delivered. Any such disputes shall be resolved (if possible) by mediation pursuant to Section 13 below. If any action, suit or proceeding shall be commenced by a third party against, or any claim or demand be asserted by a third party against, any Seller or Cellegy, as follows: (a) The the case may be, in respect of which any Seller or Cellegy is entitled to demand indemnification under this Section, then as a condition precedent thereto, the party claiming the seeking indemnification (the "Indemnified PartyIndemnitee") shall promptly give notice notify the other party ("Indemnitor") in writing to that effect and with reasonable particularity. The Indemnitor shall have the right to assume the control of the defense, compromise or settlement of such action, suit, proceeding or claim, including the selection of counsel, subject to the party from whom right of the indemnification Indemnitee to participate (at its own expense and with counsel of its choice) in the defense, compromise or settlement of such action, suit, proceeding, claim or demand, and in connection therewith the Indemnitee shall cooperate fully in all respects with the Indemnitor in any such defense, compromise or settlement. The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld or delayed. So long as the Indemnitor is claimed (the "Indemnifying Party") of defending in good faith any claimsuch action, whether between the parties suit, proceeding, claim or brought demand asserted by a third party against the Indemnified PartyIndemnitee, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, Indemnitee shall not settle or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of compromise such action, suit, proceeding, claim or proceeding shall have been given to demand without the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation prior written consent of the claim as the Indemnifying Party Indemnitor, which consent will not be unreasonably withheld or delayed. The Indemnitee shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or Indemnitor or its authorized representative(s) agents all records and other materials in the information relied upon by the Indemnified Party to substantiate the claimIndemnitee's possession reasonably required for contesting any third party claim or demand. If the Indemnified Party Indemnitor elects not to defend any such action, suit, proceeding, claim or demand or fails to promptly and the Indemnifying Party agree at adequately defend any such action, suit, proceeding, claim or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claimdemand, or if there is an inherent conflict between the Indemnifying Party does not respond legal or factual positions of Indemnitor and Indemnitee, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least ten (10) days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to such notice, then undertake the Indemnifying Party shall immediately pay defense thereof if Indemnitor objects to the Indemnified Party the full amount of the claim. Buyer shall be entitled proposed settlement) to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of settle such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, suit, proceeding, claim or demand (provided that the parties will make Indemnitee uses all reasonable efforts to reach a decision minimize the extent of such Losses and consults with respect thereto as expeditiously as possible. (eand cooperates fully in all respects with the Indemnitor in any such defense, compromise or settlement) and to recover from the Indemnitor the amount of such Losses. If Cellegy is the Indemnifying Party does not elect Indemnitee, then in addition to assume control exercising any other rights or otherwise participate remedies Cellegy may have under this Agreement, at law or in equity, Cellegy shall have the defense right, at any time, at Cellegy's sole option after Cellegy gives Sellers written notice of Cellegy's intent to do so, to offset and/or withhold all or any part of any third-party claim, the Indemnifying Party shall be bound amounts payable by the results obtained in good faith by the Indemnified Party with respect Cellegy to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend Seller that Cellegy considers necessary to satisfy any claim of which Cellegy becomes aware prior to the partners, shareholders, directors, officers, members, partners, agents, employees, date such payments are made and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall which Cellegy is entitled to be made by and through the Indemnified Partyindemnified hereunder.

Procedures for Indemnification. The procedures for indemnification If any action, suit or proceeding shall be commenced against, or any claim or demand be asserted against, the Company or Purchaser, as follows: (a) The the case may be, in respect of which the Company or Purchaser is entitled to demand indemnification under Section 8 of this Agreement, then as a condition precedent thereto, the party claiming the seeking indemnification (the "Indemnified PartyINDEMNITEE") shall promptly give notice notify the other party ("INDEMNITOR") in writing to that effect, and with reasonable particularity and with reference to the party from whom the indemnification is claimed (the "Indemnifying Party"applicable provision(s) of this Agreement. The Indemnitor shall have the right to assume the entire control of the defense, compromise or settlement of such action, suit, proceeding or claim and including the selection of counsel, subject to the right of the Indemnitee to participate (at its expense and with counsel of its choice) in the defense, compromise or settlement of such action, suit, proceeding, claim or demand, and in connection therewith, the Indemnitee shall cooperate fully in all respects with the Indemnitor in any claimsuch defense, whether between compromise or settlement. The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the parties prior written consent of the Indemnitee, which consent will not be unreasonably withheld or brought delayed. So long as the Indemnitor is defending in good faith any such action, suit, proceeding, claim or demand asserted by a third party against the Indemnified PartyIndemnitee, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, Indemnitee shall not settle or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of compromise such action, suit, proceeding, claim or proceeding shall have been given to demand without the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation prior written consent of the claim as the Indemnifying Party Indemnitor, which consent will not be unreasonably withheld or delayed. The Indemnitee shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or Indemnitor or its authorized representative(s) agents all records and other materials in the information relied upon by the Indemnified Party to substantiate the claimIndemnitee's possession reasonably required for contesting any third party claim or demand. If the Indemnified Party Indemnitor shall fail to promptly and adequately defend any such action, suit, proceeding, claim or demand, then the Indemnifying Party agree Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at or prior least [NUMBER] days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof if Indemnitor objects to the expiration of said thirty (30) day period (or any agreed upon extension thereofproposed settlement) to settle such action, suit, proceeding, claim or demand and to recover from the validity and Indemnitor the amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedyLosses. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Promptly after receipt by an indemnified party claiming the indemnification (the "Indemnified Party") shall promptly give notice pursuant to the party from whom provisions of Section 7.1 or Section 7.2 of notice of the indemnification is claimed (the "Indemnifying Party") commencement of any claim, whether between the parties or brought action by a third person not a party against to this Agreement involving the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount subject matter of the claim. If the foregoing indemnity provisions, such indemnified party shall, if a claim relates thereof is to be made against an action, suit, or proceeding filed by a third indemnifying party against the Indemnified Party such notice shall be given by the Indemnified Party pursuant to the Indemnifying Party within five (5) days after written notice provisions of Section 7.1 or Section 7.2, promptly notify such action, suit, or proceeding shall indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party will not relieve it from any liability which it may have been given to the Indemnified Party. (b) Following receipt indemnified party to the extent the indemnifying party was not prejudiced by such omission. In case such action is brought against an indemnified party and it notifies the indemnifying party of notice from the Indemnified Party of a claimcommencement thereof, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third indemnifying party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or in, and, to the extent that it may wish, to assume control of the defense of thereof, with counsel reasonably satisfactory to such claimindemnified party; provided, however, if the defendants in any action include both the indemnified party and the Indemnified Party indemnifying party and the indemnified party shall cooperate fully with have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Partyindemnifying party, subject to reimbursement or if there is a conflict of interest which would prevent counsel for reasonable actual out-of-pocket expense incurred by the Indemnified Party as indemnifying party from also representing the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimindemnified party, the Indemnified Party indemnified party shall have the right to select separate counsel to participate in the defense of such claim action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party pursuant to the provisions of such Section 7.1 or Section 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with the proviso of the preceding sentence, (b) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (c) the indemnifying party has authorized the employment of counsel for the indemnified party at its own expense. (d) If a claim, whether between the parties or by a third expense of the indemnifying party. No indemnifying party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or litigation, shall, except with the Indemnifying Party shall be bound by consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the results obtained release from all liability in good faith by the Indemnified Party with respect to such claimclaim or litigation. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Whenever a claim shall arise for indemnification under Section 11.2, 11.3 or 14.1, with the exception of claims for litigation expenses in respect of litigation as to which a notice of claim, as provided in this Section 11.4, has previously been given, which expenses shall be funded on an ongoing basis, and, except as otherwise provided in Section 14.4, the party claiming the entitled to indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall promptly give notice to notify the party from whom the which indemnification is claimed sought (the "Indemnifying PartyINDEMNIFYING PARTY") of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim -------- ------- for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within fifteen Business Days following receipt of notice thereof (provided that failure to notify the Indemnifying Party shall -------- not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, specifying (i) except to the factual basis extent that the Indemnifying Party demonstrates that it has been actually prejudiced by such failure). In the event of any such claim for such claim, and (ii) the amount of the claim. If the indemnification resulting from or in connection with a claim relates to an action, suit, or proceeding filed Legal Proceeding by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to party, the Indemnifying Party within five (5) days after may, at its sole cost and expense, assume the defense thereof by written notice of such actionwithin 30 calendar days, suit, or proceeding shall have been given using counsel that is reasonably satisfactory to the Indemnified Party. (b) Following receipt . If an Indemnifying Party assumes the defense of notice from the Indemnified Party of a claimany such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days be entitled to take all steps necessary in which to make such investigation the defense thereof including the settlement of any case that involves solely monetary damages without the consent of the claim as Indemnified Party; provided, however, that the Indemnified -------- ------- Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. If the Indemnifying Party shall deem necessary or desirable. For has assumed the purposes defense of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim or Legal Proceeding by a third party as to which provided herein, (A) it shall be conclusively established for the Indemnified Party is entitled purposes hereof that the claims made in that Legal Proceeding are within the scope of and subject to indemnification hereunder, and the Indemnifying Party shall have promptly indemnify the right at its own expense Indemnified Party in accordance with the terms of this Article XI, and (B) the Indemnifying Party shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to participate in take, or to assume control forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the defense Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claimclaim or Legal Proceeding by a third party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing the other party with the Indemnifying Party, subject reasonable access to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party employees and officers (including as the result of a request by witnesses) and other information. So long as the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimis in good faith defending such claim or proceeding, the Indemnified Party shall have the right to participate in the defense of not compromise or settle such claim at its own expense. (d) If a claimwithout the prior written consent of the Indemnifying Party, whether between the parties which consent shall not be unreasonably withheld, conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be bound by the results obtained in good faith by unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with respect to such claimthe provisions of this Article XI. (fb) The indemnification If Seller, as the Indemnifying Party, assumes defense of a claim or Legal Proceeding under and subject to Section 11.4(a) and such claim or Legal Proceeding has been brought by a customer or supplier of the Business of any Acquired Company, subject to any limitation under applicable Law and in addition to those rights provided afforded Purchaser as Indemnified Party under Section 11.4(a), (i) Seller shall provide Purchaser with a timely and reasonably detailed account of such claim or Legal Proceeding and copies of all written materials relating to such claim or Legal Proceeding, (ii) Seller shall consult with Purchaser before taking any significant action in Sections 13.2 connection with such claim or Legal Proceeding, (iii) Seller shall consult with Purchaser and 13.3 hereof shall extend offer Purchaser an opportunity to the partners, shareholders, directors, officers, members, partners, agents, employeescomment before submitting any written materials to any Governmental Body prepared or furnished in connection with such claim or Legal Proceeding, and representatives of the Indemnified Party, although for the purpose of the procedures set forth (iv) Seller shall defend such claim or Legal Proceeding diligently and in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Partygood faith.

Procedures for Indemnification. The procedures for ------------------------------ indemnification shall be as follows: (a) The party claiming the indemnification (the "Indemnified ----------- Party") shall promptly give notice to the party from whom the indemnification is ----- claimed (the "Indemnifying Party") of any claim, whether between the parties or ------------------ brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or or, if it so elects, to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and ------------- 13.3 hereof shall extend to the partners, shareholders, directors, officers, ---- members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section ------- 13.4, any indemnification claims by such parties shall be made by and through ---- the Indemnified Party.

Procedures for Indemnification. The procedures for If an Indemnified Party intends to seek indemnification shall be as follows: (a) The party claiming the indemnification (the "pursuant to this Article IV, such Indemnified Party") Party shall promptly give provide written notice to the party from whom the indemnification is claimed being sought (the "“Indemnifying Party") ”), in writing in accordance with Section 7.1 of such claim describing such claim in reasonable detail including the sections of this Agreement which form the basis for such claim, copies of all material written evidence thereof and the estimated amount of the Indemnifiable Losses that have been or may be sustained by the Indemnified Party; provided, that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually materially prejudiced thereby. In particular, in case of any claiminvestigation or audit for which indemnification of an Indemnified Party under this Article IV is reasonably likely, whether between such Indemnified Party shall inform the parties Indemnifying Party at the commencement of such investigation or brought audit, to the extent practical, so that the Indemnifying Party may participate therein. In the event that such claim involves a claim by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) 20 days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes after receipt of such investigationnotice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party agrees to make available to shall cooperate with the Indemnifying Party and/or its authorized representative(s) in connection with the information relied upon settlement or defense of such claim; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; provided, further, that the fees and expenses of such counsel shall be borne by the Indemnified Party; provided, further, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to substantiate the claim. If represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party agree shall be entitled to retain one law firm at or prior the Indemnifying Party’s expense. Notwithstanding anything in this Section 4.4 to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such noticecontrary, the Indemnifying Party shall immediately pay may, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment which is solely for money damages, which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all a duly executed written release of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party, and which does not involve an admission of guilt or liability. So long as the Indemnifying Party do not agree within said period (has agreed to undertake, conduct and control the settlement or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimsuch claim and is contesting any such claim in good faith, the Indemnified Party shall have the right to participate in the defense of not pay or settle any such claim at its own expense. (d) If a claim, whether between without the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If written consent of the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties which consent shall not be made by and through the Indemnified Partyunreasonably withheld or delayed.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) 9.3.1. The party claiming the indemnification that may be entitled to indemnity hereunder (the "“Indemnified Party"”) shall promptly give prompt notice (“Notice of Claim”) to the party from whom the indemnification is claimed obligated to give indemnity hereunder (the "“Indemnifying Party"”) of the assertion of any claim, whether between the parties or brought by its receipt of a third party against the Indemnified Party, specifying (i) the factual basis for such notice threatening a claim, and or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to give notice within thirty (ii30) the amount days of the claim. If assertion of such claim shall relieve the claim relates Indemnifying Party of its obligations under this Section 9 only to an action, suit, or proceeding filed the extent that such Indemnifying Party has been prejudiced by a third party against the Indemnified Party lack of such notice (except that the Indemnifying Party shall not be given liable for any expenses incurred by the Indemnified Party during the period between (a) thirty (30) days after the assertion of the claim and (b) the date notice was provided to the Indemnifying Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within five ten (510) days thereof) after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. ’s receipt thereof, copies of all notices and documents (bincluding court papers) Following receipt of notice from received by the Indemnified Party of a relating to such claim, the action, suit or proceeding. 9.3.2. The Indemnifying Party shall have thirty (30) days in which to make such investigation from the receipt of the claim as Notice of Claim (the “Notice Period”) to notify the Indemnified Party (i) whether or not the Indemnifying Party shall deem necessary or desirable. For disputes the purposes of such investigation, Indemnifying Party’s liability to the Indemnified Party agrees hereunder with respect to make available to the Indemnifying Party and/or its authorized representative(ssuch claim or demand and (ii) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to dispute such noticeliability, whether or not the Indemnifying Party shall immediately pay to desires, at the Indemnified Party the full amount sole cost and expense of the claim. Buyer shall be entitled Indemnifying Party, to apply any defend against such claim or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof)demand, provided that, the Indemnified Party may seek appropriate legal remedy. is hereby authorized (cbut not obligated) With respect prior to and during the Notice Period to file any claim by a third party as to motion, answer or other pleading which the Indemnified Party is entitled shall deem necessary or appropriate to indemnification hereunderprotect the Indemnified Party’s interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right at its own expense to participate in defend by appropriate proceedings, which proceedings shall be promptly settled or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request prosecuted by the Indemnifying Party to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement the Indemnified Party may do so cooperateat the Indemnified Party’s sole cost and expense. If the Indemnifying Party elects not to assume control of defend the defense of Indemnified Party against such claim or demand, by giving the Indemnified Party timely notice as provided above, then the Indemnified Party, without waiving any third-party claimrights against the Indemnifying Party, may settle or defend against any such claim in the Indemnified Party’s sole discretion and, if it is ultimately determined that the Indemnifying Party is responsible therefor under this Section 9 then the Indemnified Party shall have be entitled to recover from the right to participate in Indemnifying Party the defense amount of such claim at its own expense. (d) If a claim, whether between any settlement or judgment and all indemnifiable costs and expenses of the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision Indemnified Party with respect thereto thereto, including interest as expeditiously as possible. (e) provided in this Section 9. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, give the 9.3.3. If the Indemnifying Party shall be bound by has provided the results obtained in good faith by Indemnified Party notice during the Notice Period that the Indemnifying Party disputes the Indemnifying Party’s liability to the Indemnified Party with respect to such claim. the claim or demand involving a third-party suit, action, proceeding or investigation, the Indemnifying Party shall not be required to indemnify the Indemnified Party with respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnifying Party gives ten (f10) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend days’ prior written notice to the partners, shareholders, directors, officers, members, partners, agents, employeesIndemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto (“Settlement Notice”) and the Indemnified Party fails or refuses to consent to such settlement within ten (10) days after delivery of the Settlement Notice to the Indemnified Party, and representatives such settlement otherwise complies with the provisions of this Section 9.3, the Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount of such settlement. Notwithstanding the foregoing, the Indemnifying Party shall not settle any Claim without the consent of the Indemnified Party if: (i) the amount of any such settlement exceeds the Seller Basket, or (ii) the settlement will have a material adverse effect on the TRS Business, operations, assets, properties, prospects or condition (financial or otherwise) of the Indemnified Party. 9.3.4. The Parties shall cooperate in defending any such third-party suit, although action, proceeding or investigation, and the defending party shall have reasonable access to the books and records, and personnel in the possession or control of the Indemnified Party that are pertinent to the defense. The Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, at the sole cost and expense of the Indemnifying Party, for the purpose of enforcing any right of the procedures set forth in indemnity granted to such Indemnified Party pursuant to this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified PartyAgreement.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Upon obtaining knowledge thereof, Guarantee or the Seller shall notify the other party claiming the indemnification (the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") in writing of any damage, claim, whether between the parties loss, liability or brought by a third party against expense which the Indemnified Party, specifying Parties has determined has given or could give rise to a claim under Section 9.1 or 9.2 (isuch written notice being hereinafter referred to as a "Notice of Claim"). A Notice of Claim shall contain a brief description of the nature and (if known) estimated amount of any such claim giving rise to a right of indemnification. The failure to so notify the factual basis for indemnifying party of the commencement of any such claim, and (ii) suit or Proceeding will relieve the amount indemnifying party from liability under Article IX hereof only to the extent that such failure materially adversely affects the ability of the indemnifying party to defend its interests in such claim. If the claim relates to an action, suit, action or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified PartyProceedings. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty The indemnifying party (30at its expense) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at and shall be given the opportunity to defend with its own expense counsel such claim, suit or Proceedings. If the indemnifying party does not elect to participate in undertake the defense of any such claim, suit or proceeding, within a reasonable period after receipt of the Notice of Claim, the indemnified party (upon further notice to assume control of the indemnifying party) shall have the right to undertake the defense of such claim, and suit or proceeding, subject to the Indemnified Party right of the indemnifying party to assume the defense of such claim, suit or proceeding at any time prior to its final determination or settlement. If the indemnifying party shall undertake such defense, the indemnified party shall cooperate fully with the Indemnifying Partyindemnifying party and its counsel with respect thereto. The indemnified party shall, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimat its own expense, the Indemnified Party shall have the right to participate in the defense of such claim claim, suit or proceeding. The indemnified party shall not, except at its own expense. (d) If a cost, make any settlement with respect to any such claim, whether between suit or proceeding without the parties prior consent of the indemnifying party. In the event that the indemnified party determines to settle any such claim, suit or by a third proceeding without such prior consent of the indemnifying party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-indemnifying party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party have no further indemnification obligations under this Article IX with respect to such claim, suit or proceeding. (fc) The indemnification rights provided in Sections 13.2 and 13.3 hereof To the extent that any Indemnified Party provides a Notice of Claim directly to any party required by this Agreement to provide indemnification, such Notice of Claim shall extend to include the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives written acknowledgment of the Seller (if the indemnification is claimed pursuant to Section 9.1 hereof) or of Guarantee (if the indemnification is claimed pursuant to Section 9.2 hereof) confirming that such Person is an Indemnified Party, although for the purpose of the procedures set forth in Party under this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified PartyAgreement.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification (the "14.4.1 Each Indemnified Party") Party shall promptly give notice hereunder to the party from whom the indemnification is claimed (the "Indemnifying Party") indemnifying Party after becoming aware of any claim as to which recovery may be sought against the indemnifying Party as a result of the indemnity in this Article XIV, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying Party to assume the defense of any such claim and any litigation or other proceeding resulting from such claim; provided, whether between that any Indemnified Party may, in any event, at its own expense, monitor and participate in, but not control, the parties defense of any such claim or brought litigation. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice (or by delay by an Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the indemnifying Party shall have been materially prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for the claim for indemnification to the extent ascertainable at the time of the notice. Failure by an indemnifying Party to notify an Indemnified Party of its election to defend any such claim or action by a third party against the Indemnified Party, specifying within thirty (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (530) days after written notice of such action, suit, or proceeding thereof shall have been given to the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such claim or action. Nothing herein shall be deemed to prevent an Indemnified Party from making a contingent claim for indemnification hereunder, provided the Indemnified Party has reasonable grounds to believe that the claim or demand for indemnification will be made and sets forth the estimated amount of such claim to the extent then ascertainable. 14.4.2 The indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent, which consent shall not be unreasonably withheld, of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. (b) Following 14.4.3 If the indemnifying Party shall not assume the defense of any such claim by a third party, or litigation resulting therefrom, after receipt of notice from the Indemnified Party of a claimParty, the Indemnifying Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate. 14.4.4 If an indemnifying Party shall have not, within thirty (30) days in which to make such investigation after its receipt of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigationnotice required by Section 14.4.1 hereof, advise the Indemnified Party agrees to make available to that the Indemnifying indemnifying Party and/or its authorized representative(s) denies the information relied upon by right of the Indemnified Party to substantiate indemnity in respect of the claim, then the amount of such claim shall be deemed to be finally determined between the Parties hereto. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying indemnifying Party shall immediately pay to notify the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply that it disputes any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If made by the Indemnified Party Party, then the Parties hereto shall endeavor to settle and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification shall be settled by appropriate litigation, and any liability established by reason of such settlement, compromise or litigation shall be deemed to be finally determined. Any claim that is finally determined in the Indemnified Party manner set forth above shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred be paid promptly by the Indemnified indemnifying Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expensecash. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the Indemnified Party seeking indemnification (the "Indemnified Party") under this Agreement shall promptly give notice to notify the party from against whom the indemnification is claimed sought (the "Indemnifying Party") of the assertion of any claim, whether between or the parties commencement of any action, suit or brought proceeding by a third party against the Indemnified any Third Party, specifying in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to timely give such notice or at all shall not relieve the Indemnifying Party of any liability hereunder (i) unless and to the factual basis for extent the Indemnifying Party has suffered prejudice by such claimfailure). The Indemnifying Party shall have the right, and (ii) but not the amount of the claim. If the claim relates obligation, exercisable by written notice to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) 30 days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a the commencement of or assertion of any claim, action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a "Third-Party Claim"), to assume the Indemnifying Party shall have thirty (30) days in which to make such investigation of defense and control the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes settlement of such investigation, Third-Party Claim that (i) involves (and continues to involve) solely money damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party agrees to make available to that cannot be severed, where the Indemnifying Party and/or its authorized representative(s) claims for money damages are the information relied upon primary claims asserted by the Indemnified Party to substantiate the claim. If the Indemnified Third Party and the Indemnifying Party agree at or prior claims for equitable relief are incidental to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedyclaims for money damages. (cb) With respect to any claim by a third party as to which The Indemnifying Party or the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimcase may be, the Indemnified Party shall have the right to participate in the defense of such claim (but not control), at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any thirdThird-party claimParty Claim that the other is defending, as provided in this Agreement. (c) The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld) unless such settlement or judgment relates solely to monetary damages. The Indemnifying Party shall be bound by not, without the results obtained in good faith by Indemnified Party's prior written consent, enter into any compromise or settlement that (i) commits the Indemnified Party with respect to take, or to forbear to take, any action or (ii) does not provide for a complete release by such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives Third Party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any Third-Party Claim, although for on such terms and conditions as it deems reasonably appropriate, to the purpose of the procedures set forth in this Section 13.4, any indemnification claims by extent such parties shall be made by and through Third-Party Claim involves equitable or other non-monetary relief against the Indemnified Party, and shall have the right to settle any Third-Party Claim involving money damages for which the Indemnifying Party has not assumed the defense pursuant to this Section 9.4 with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the Subject to Sections 13.6 and 13.7 of this Agreement, if a Party seeking indemnification pursuant to this Section 13 (the "“Indemnified Party"”) shall promptly give notice claim to have suffered a Loss for which indemnification is available under Sections 13.2 or 13.3, as the case may be (for purposes of this Section 13.5, regardless of whether such Indemnified Party is entitled to receive a payment in respect of such claim), the Indemnified Party shall notify the Party from whom indemnification with respect to such claim is sought (the “Indemnifying Party”) in writing of such claim prior to the party from whom last survival date with respect thereto pursuant to Section 13.1(a), which written notice shall describe the indemnification is claimed (the "Indemnifying Party") nature of any such claim, whether between the parties facts and circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made (or brought if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnified Party). In the event that within forty-five (45) days after the receipt by the Indemnifying Party of such a third party against written notice from the Indemnified Party, specifying (i) the factual basis for Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim, and (ii) the amount of the claim. If the such claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given conclusively presumed and considered to have been assented to and approved by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from If within the Indemnified Party of a claim, the Indemnifying Party shall have thirty forty-five (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (3045) day period (or any agreed upon extension thereofdescribed in Section 13.5(a) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, above the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If received from the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, a notice setting forth the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect Party’s objections to such claim. (f) The indemnification rights provided in Sections 13.2 claim and 13.3 hereof the Indemnifying Party’s reasons for such objection, then the Parties shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of follow the procedures set forth in this Section 13.4, any indemnification claims by 14 below with respect to the resolution of such parties shall be made by and through the Indemnified Partymatter.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming A Lessor Indemnitee or Lessee Indemnitee, as the indemnification case may be (the "for purposes of this Section 11.3, an “Indemnified Party"”), shall give the indemnifying party under Section 11.1 and Section 11.2, as applicable (for purposes of this Section 11.3, an “Indemnifying Party”), prompt written notice (a “Claim Notice”) of any matter which it has determined has given or could give rise to a right of indemnification under this Lease Agreement (a “Claim”) stating the amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Lease Agreement in respect of which such right of indemnification is claimed or arises; provided, that the failure to provide such notice shall promptly not release the Indemnifying Party from its obligations under this Article XI except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires prior to the giving of such notice. The Indemnifying Party shall have [***] after its receipt of a Claim Notice to give notice to the party from whom Indemnified Party, in writing, either denying its obligations to, or agreeing to fully, indemnify and defend the indemnification is claimed Claim. (b) If the "Indemnifying Party notifies the Indemnified Party that it agrees to fully indemnify and defend the Indemnified Party against the Claim in accordance with Section 11.3(a), then the Indemnifying Party will have the right to assume and thereafter conduct (at its sole expense) the defense of the Claim with counsel of its choice reasonably satisfactory to the Indemnified Party") ; provided, that the Indemnifying Party shall not consent to the entry of any claimjudgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, whether between delayed or conditioned) unless the parties judgment or brought proposed settlement involves only the payment of money damages and (i) does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) includes as an unconditional term thereof giving of a release from all liability with respect to such Claim by each claimant or plaintiff to each Indemnified Party that is the subject of such Claim. (c) If (i) the Indemnifying Party fails to assume the defense of a third party Claim in accordance with Section 11.3(a), (ii) an Indemnified Party determines in good faith that an adverse determination with respect to the proceeding giving rise to such Claim for indemnification would be materially detrimental to or injure the Indemnified Party’s reputation or future business prospects, (iii) the Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iv) the Claim seeks an injunction or equitable relief against the Indemnified Party, specifying (v) under applicable standards of professional conduct, a conflict of interest on any significant issue related to such proceeding exists between the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, or (vi) the Indemnifying Party is failing to vigorously prosecute or defend such Claim, then, in each case, upon notice to the Indemnifying Party, the Indemnified Party may, in its sole discretion, retain counsel satisfactory to it to assume such defense on behalf of and for the sole account and risk of the Indemnifying Party, and in the case of clauses (i) the factual basis for such claim, and through (iivi) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make pay all reasonable fees and expenses of such investigation of counsel for the claim as Indemnified Party, and the Indemnifying Party shall deem necessary or desirablecooperate in the defense of any such matter. For In the purposes of such investigation, event that the Indemnified Party agrees to make available to assumes the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party conduct and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claima Claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, then the Indemnifying Party shall not be bound by the results obtained in good faith by the Indemnified Party with respect to such claimliable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification under Section 11.1 above, with the exception of claims for litigation expenses in respect of a litigation as to which a notice of claim, as provided below in this Section 11.2, has previously been given, which expenses shall be as follows: (a) The funded on an ongoing basis, the party claiming the entitled to indemnification (the "Indemnified Party") shall promptly give notice to notify the party from whom the indemnification is claimed sought (the "Indemnifying Party") of any claimsuch claim and, whether between when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice shall be given by the Indemnified Party thereof to the Indemnifying Party within five (5) not later than 10 business days after written notice of such action, suit, or proceeding shall have been given prior to the Indemnified Party. (b) Following time any response to the asserted claim is required, if possible, and in any event within 5 business days following receipt of notice thereof. Notwithstanding anything in the preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnifying Party shall not have been prejudiced by such omission. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof; provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided, further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer for Taxes with respect to a claimperiod ending after the Closing Date. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Accounts Receivable collected on behalf of Sellers to a claim as to Indemnified Party, which Buyer is entitled to indemnification hereunder. If the Indemnified Party consent shall not be unreasonably withheld (and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and if the Indemnified Party shall cooperate fully with the Indemnifying Party, subject withhold its consent to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request any monetary settlement proposed by the Indemnifying Party and which the other party to so cooperate. If the Indemnifying Party elects action has indicated it is prepared to assume control of the defense of any third-party claimaccept, the Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the right to participate in the defense proposed amount of such claim settlement); provided, further, that the Indemnified Party may, at its own expense. (d) If a claim, whether between participate in any such proceeding with the parties counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or by a third party, requires immediate actionLegal Proceeding, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 11.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 11.2, (i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be bound one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be borne by the results obtained Indemnifying Party (but in good faith no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim. claim or proceeding) and (fy) The indemnification rights provided in Sections 13.2 and 13.3 hereof the Indemnifying Party shall extend not have the right to direct the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives defense of any such action on behalf of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the who is seeking indemnification (the "Indemnified Party"“Claimant”) shall promptly give written notice to the party or parties from whom the indemnification is claimed sought (the "Indemnifying Party"“Indemnitor”) and any other party to this Agreement promptly after the Claimant learns of any claimthe claim or proceeding, whether between which notice shall provide reasonable detail and specificity as to the parties claim or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, proceeding and (ii) the amount of damages sought in such claim or proceeding; provided, that, the claim. If the claim relates failure to an action, suit, or proceeding filed by a third party against the Indemnified Party give such notice shall be given by not relieve the Indemnified Party Indemnitor or Indemnitors of its or their obligations hereunder except to the Indemnifying Party within five (5) days after written notice of such action, suit, extent it is or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirablethey are actually damaged thereby. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any third-party claim by a third party or proceeding as to which the Indemnified Party Claimant is entitled to indemnification hereunderindemnification, the Indemnifying Party Indemnitor or Indemnitors shall have the right at to elect in writing to defend such claim or proceeding, to select and employ counsel of its or their own expense choosing to participate in defend against any such claim or proceeding, to assume control of the defense of such claimclaim or proceeding, and to compromise, settle or otherwise dispose of the Indemnified Party same, if the Indemnitor or Indemnitors deem it advisable to do so, all at the expense of the Indemnitor or Indemnitors. The parties will fully cooperate in any such action, and shall cooperate fully with the Indemnifying Party, subject make available to reimbursement each other any books or records useful for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right such claim or proceeding. The Claimant may elect to participate in the defense of any such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, and may, at its sole expense, retain separate counsel in connection therewith. Notwithstanding the Indemnifying Party foregoing, if, within fifteen (15) days of receiving written notice of a claim or proceeding from the Claimant, the Indemnitor or Indemnitors elect in writing not to contest such claim or proceeding or fail to make any election, the Claimant will (upon notice to the Indemnitor or Indemnitors) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk, and at the expense of, the Indemnitor or Indemnitors; provided, that, (i) the Claimant shall not settle or compromise any third party claim without the prior written consent of the Indemnitor or Indemnitors and (ii) in the event that the Indemnitor or Indemnitors elect to defend such claim or proceeding in accordance with this Section 7.4(a), the Indemnitor or Indemnitors shall not settle or compromise any third party claim without the prior written consent of the Claimant, in each case of (i) and (ii) which consent shall not be bound by unreasonably withheld or delayed; provided, however, that the results obtained Indemnitor or Indemnitors may settle a third party claim without the prior written consent of the Claimant if (x) the Claimant is not required to make any payment, (y) the party or parties making the third party claim execute a full release of the Claimant and (z) there is not in good faith by effect any injunction related to the Indemnified Party with respect to such third party claim. (fb) The indemnification rights provided Notwithstanding Section 7.4(a) above, in Sections 13.2 and 13.3 hereof shall extend the event that Roxio desires to make a claim under Section 4.4(b), Roxio shall, within 60 days of the Effective Date, send written notice to the partners, shareholders, directors, officers, members, partners, agents, employees, Sellers of such claim and representatives shall specify in reasonable detail the basis of such dispute and the amount claimed as a result (the “Company Equity Claim Notice”). In the event that the Sellers do not object to the Company Equity Claim Notice by written notice of objection (a “Notice of Objection”) delivered to Roxio within ten (10) days after the date of receipt by the Sellers of the Indemnified PartyCompany Equity Claim Notice, although the Sellers shall be deemed to have accepted Roxio’s claim for purposes of this Section 7.4(b) and Section 7.5(a). If, in accordance with the immediately preceding sentence, the Sellers deliver a Notice of Objection to Roxio, the Sellers and Roxio shall promptly endeavor to mutually agree in writing upon any disputed determination(s) with respect to Company Equity and based on such disputed determinations, the amount of Company Equity as of the Effective Date (which amount shall be used for the purpose purposes of 7.5(a) hereof). At the request of either Seller or Roxio, any dispute between the parties relating to Company Equity which cannot be resolved by them within ten (10) days after receipt of the procedures set forth in this Section 13.4, any indemnification claims Notice of Objection by such parties Roxio shall be made referred to an independent public accounting firm mutually agreed upon by Roxio and through the Indemnified PartySellers (the “Disputes Auditor”) for decision, which decision shall be final and binding on the parties hereto. The parties agree that they will use their commercially reasonable efforts to cause the Disputes Auditor to render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. The decision of the Disputes Auditor shall be limited to resolving any disputed determinations with respect to Company Equity and based on resolution of such disputed determinations, providing the amount of Company Equity as of the Effective Date (which amount shall be used for the purposes of Section 7.5(a) hereof). The costs and expenses of the Dispute Auditor shall be shared equally by the Sellers and Roxio.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Whenever a claim shall arise for indemnification under this Section 7, the party claiming the entitled to indemnification (the "“Indemnified Party") ”), shall promptly give notice to notify, in writing, the party from whom the indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch claim and, whether between when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) . In the amount event of the claim. If the any such claim relates to an action, suit, for indemnification resulting from or proceeding filed in connection with a claim or Action by a third party against party; the Indemnifying Party may assume the defense thereof at its sole cost and expense; provided, however, that no settlement of any such claim or Action shall be made without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld) unless such notice shall be given by settlement fully and unconditionally releases the Indemnified Party to from all further liability or obligation on the part of the Indemnified Party in connection with such claim or Action, in which case such consent shall not be required. If an Indemnifying Party assumes the defense of any such claim or Action, the Indemnifying Party within five (5) days after written notice of such actionshall be entitled to select counsel and take all steps necessary in the settlement or defense thereof; provided, suithowever, or proceeding shall have been given to that the Indemnified PartyParty may, at its own expense, participate in any such Action with the counsel of its choice. Whether or not the Indemnifying Party assumes the defense of any claim or Action, the Indemnified Party shall not compromise or settle such claim or Action without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld). (b) Following receipt of notice from the The Indemnified Party of a claimParty, the Indemnifying Party and their respective legal counsel shall have thirty (30) days cooperate in which the compromise of, or defense against, any claim or Action by a third party; provided that the Indemnified Party shall be entitled to make such investigation participate in the defense and to employ counsel, at the Indemnified Party's expense, to assist therein. The Indemnified Party may not settle or compromise any claim over the objection of the Indemnifying Party, except that the Indemnified Party may settle any claim as with respect to which it waives its indemnification under this Agreement. If the Indemnifying Party shall deem necessary or desirable. For the purposes of chooses to defend any such investigationclaim, the Indemnified Party agrees to shall make available to the Indemnifying Party and/or any books, records or other documents or personnel within its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at control that are reasonably necessary or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of appropriate for such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedydefense. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Whenever a claim shall arise ----- ------------------------------ for indemnification under Sections 14.1, 14.2 and 14.3, with the exception of claims for litigation expenses in respect of litigation as to which a notice of claim, as provided in this Section 14.4, has previously been given, which expenses shall be funded on an ongoing basis, the party claiming the entitled to indemnification (the "Indemnified Party") shall promptly give notice to notify the party from whom the ----------------- which indemnification is claimed sought (the "Indemnifying Party") of any claimsuch claim and, whether between ------------------ when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, -------- ------- that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification hereunder resulting from or in connection with any claim or legal proceeding filed by a third party against party, the Indemnified Party shall give such notice shall be given by the Indemnified Party thereof to the Indemnifying Party not later than ten business days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) business days after written following receipt of notice thereof. Failure to give timely notice or to include any specified information in any notice required by this Section 14.4 will not effect the rights or obligations of any party hereunder except and only to the extent that, as a result of such actionfailure, suitany party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise damaged as a result of such failure. In the event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, or proceeding shall have been given the Indemnifying Party may, at its sole cost and expense, assume the defense thereof using counsel who is reasonably satisfactory to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim; provided, -------- however, that the Indemnifying Party shall first have thirty (30) days agreed in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, writing that it ------- does not and will not contest its responsibility for indemnifying the Indemnified Party agrees in respect of Losses attributable to make available to such claim or proceeding; and provided, however, that if the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If defendants in any such actions include both -------- ------- the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully have reasonably concluded that there may be legal defenses or rights available to it which have not been waived and are in actual or potential conflict with those available to the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate select one law firm to act as separate counsel, on behalf of such Indemnified Party, at the expense of the Indemnifying Party. Subject to the second proviso of the immediately preceding sentence, if an Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the -------- ------- prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by the Indemnifying Party and which the other party to the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of this Agreement to have suffered Losses in connection with such claim or proceeding in excess of the proposed amount of such claim settlement); and provided, further, that subject to -------- ------- the second proviso of the immediately preceding sentence, the Indemnified Party may, at its own expense. (d) If a claim, whether between participate in any such proceeding with the parties counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or by a third party, requires immediate actionproceeding, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, without limitation, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be bound by unreasonably withheld) on such terms as the results obtained Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in good faith by accordance with the provisions of this Section 14.4. Notwithstanding the foregoing, at any time after the Indemnifying Party has failed to discharge its liability for legal and other expenses pursuant to this Section 14.4, which failure shall not have been cured, or at any time the Indemnifying Party is subject to a bankruptcy case pursuant to Chapter 7 or Chapter 11 of the U.S. Bankruptcy Code, if the Indemnified Party shall propose to settle a claim as to which it intends to seek indemnity, it shall provide the Indemnifying Party with 21 days' written notice of such proposed settlement, and the Indemnifying Party shall, within such period either (i) consent to the terms of the proposed settlement or (ii) provide the Indemnified Party with respect (A) a written notice of objection to the proposed settlement, with a statement of reason, (B) reasonable evidence that the financial condition of the Indemnifying Party is sufficient to permit it to pay a judgment for the full amount being sought by the third party claimant (or, at the Indemnified Party's request, a letter of credit in such claimamount) and (C) an undertaking to satisfy any such judgment. (fb) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend Notwithstanding anything to the partnerscontrary herein contained, shareholders, directors, officers, members, partners, agents, employees, and representatives of in the Indemnified event the Company is an Indemnifying Party, although the Company may settle any third-party claim against an Indemnified Party as long as it obtains an unconditional release from such third party for the purpose benefit of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification shall be as follows: (a) The under this Article XI, the party claiming the entitled to indemnification (the "“Indemnified Party"”) shall promptly give notice to notify the party from whom the which indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch claim and, whether between when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice shall be given thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five Business Days following receipt of notice thereof; provided, further, that no delay or failure to give such notice by the Indemnified Party to the Indemnifying Party within five (5) days after shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except to the extent that such delay or failure has materially prejudiced the Indemnifying Party. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice of such actionwithin 30 calendar days, suit, or proceeding shall have been given using counsel that is reasonably satisfactory to the Indemnified Party. (b) Following receipt ; provided, however, that in the event of notice from the any claim for indemnification by a Purchaser Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to resulting from a claim as or legal proceeding that is reasonably expected to which Buyer is entitled to indemnification hereunder. If have a continuing effect in any material respect on the Indemnified Party and Business or the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimPurchased Assets, the Indemnified Party shall have the right to participate control the defense thereof pursuant to the last sentence of this Section 11.4. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to take all steps necessary in the defense thereof including the settlement of such claim any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnified Party may, at its own expense. (d) If a claim, whether between participate in any such proceeding with the parties counsel of its choice without any right of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding by a third partyparty as provided herein, requires immediate actionshall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be bound by the results obtained in good faith by unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employeesmay reasonably deem appropriate, and representatives of the Indemnifying Party will promptly indemnify the Indemnified Party, although for Party in accordance with the purpose provisions of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party11.4.

Procedures for Indemnification. The procedures Subject to applicable Laws, whenever a Claim shall arise for indemnification shall be as follows: (a) The party claiming under Section 8.01, the Person entitled to indemnification (the "“Indemnified Party"”) shall promptly give notice to notify in writing the party Party from whom the which indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch Claim and, whether between when known, the parties facts constituting the basis of such Claim; provided, however, that in the event of a Claim for indemnification resulting from or brought in connection with a Claim by a third party, the Indemnified Party shall give such written notice thereof to the Indemnifying Party not later than ten (10) Business Days prior to the time any response to the third party against Claim is required, if possible, and in any event within fifteen (15) Business Days following receipt of notice thereof (provided, that failure to timely notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, specifying (i) except to the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to extent that the Indemnifying Party within five (5) days after written notice of has been actually prejudiced by such action, suit, or proceeding shall have been given to the Indemnified Party. (b) failure). Following receipt of notice from the Indemnified Party of a claimany such third party Claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay unless counsel to the Indemnified Party shall have reasonably determined in good faith that the full amount assumption of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and such defense by the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect would be inappropriate due to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunderconflict of interest, the Indemnifying Party shall have the right option, at its own expense to participate in or cost and expense, to assume control of the defense of such claimmatter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any such claim or legal proceeding, and the Indemnifying Party shall not be liable to the Indemnified Party shall cooperate fully for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the Indemnifying Partydefense of such Claim, subject to reimbursement for other than reasonable actual out-of-pocket expense incurred fees and expenses of counsel employed by the Indemnified Party as the result of a request by for any period during which the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of has not assumed the defense of any third-party claim, the thereof. The Indemnified Party shall have the right to participate in option of joining the defense of such claim at its own expense. Claim (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party which shall be bound by at the results obtained in good faith by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 sole cost and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives expense of the Indemnified Party) with its own counsel and counsel for each Party shall, although for to the purpose extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of the procedures set forth in this Section 13.4any judgment with respect to, any indemnification claims by such parties shall be made by and through Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall act in good faith, shall consult with the other Party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other Party shall consent, such consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 11.4, the parties shall be proceed as follows: (a) provided as set forth in this Section 11.3. The party claiming the entitled to indemnification (the "“Indemnified Party"”) shall promptly give notice to notify the party from whom the which indemnification is claimed sought (the "“Indemnifying Party"”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party against the Indemnified Party(a “Third Party Claim”), specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party shall give such notice shall be given by the Indemnified Party thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the Third Party Claim is required, and in any event within five (5) days after Business Days following receipt of notice thereof. In the event of any such Third Party Claim, the Indemnifying Party may, at its sole cost and expense, assume the defense of the Third Party Claim by written notice of such actionwithin 30 calendar days, suit, or proceeding shall have been given using counsel that is reasonably satisfactory to the Indemnified Party. (b) Following receipt . The failure of an Indemnified Party to give timely notice from shall not affect the right to indemnification of the Indemnified Party except to the extent that the Indemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of a claimany such Third Party Claim, the Indemnifying Party shall have thirty (30) days be entitled to take all steps necessary in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigationdefense thereof, including any settlement; provided, however, that the Indemnified Party agrees may, at its own expense, participate in any Legal Proceeding with respect to make available to such Third Party Claim with counsel of its choice without any right of control thereof. The Indemnifying Party, if it has assumed the Indemnifying defense of any Third Party and/or its authorized representative(sClaim as provided herein, shall not, however: (i) consent to, or enter into, any compromise or settlement of the information relied upon by Third Party Claim which commits the Indemnified Party to substantiate the claim. If take, or to forbear from taking, any action or does not provide for a full and complete written release by such third party of the Indemnified Party, or (ii) consent to the entry of any judgment in any Legal Proceeding that does not relate solely to monetary damages arising from the Third Party and Claim, in any such case, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre- trial activities, trial, compromise, settlement or discharge of any Third Party Claim in respect of which indemnity is sought pursuant to this Article 11, including, but not limited to, by providing the other party with the Indemnifying Party, subject reasonable access to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party employees and officers (including as the result of a request by witnesses) and other information. So long as the Indemnifying Party to so cooperate. If the Indemnifying is in good faith defending any Third Party elects to assume control of the defense of any third-party claimClaim, the Indemnified Party shall have not compromise or settle such Third Party Claim without the right to participate in prior written consent of the defense of such claim at its own expense. (d) If a claimIndemnifying Party, whether between the parties which consent shall not be unreasonably withheld, conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimThird Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall be bound by the results obtained in good faith by promptly indemnify the Indemnified Party in accordance with respect to such claimthe provisions of this Article 11. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The procedures A party entitled to be indemnified pursuant to Section 7.2 or 7.3 (the “Indemnified Party”) shall promptly notify, in accordance with Section 8.1, the party liable for indemnification shall be as follows: (a) The party claiming the such indemnification (the "“Indemnifying Party”), in writing, of any claim or demand with reasonable specificity, under which the Indemnified Party") Party has determined has given or is reasonably likely to give rise to a right of indemnification under this Agreement within 45 days of such determination; provided, however, that a failure to provide such notice shall promptly give notice not relieve any Indemnifying Party of its obligations hereunder except to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought extent that it has been materially prejudiced by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claimfailure. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 7.5, and if such claim or demand relates to an action, suit, a claim or proceeding filed demand asserted by a third party against the Indemnified Party such notice shall be given by that the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, under Section 7.2 or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder7.3, the Indemnifying Party shall have the right at to employ counsel of its own expense to participate in or to assume control of the defense of such claimchoice, and reasonably acceptable to the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by defend any such claim or demand asserted against the Indemnified Party as the result of a request by the Indemnifying Party to so cooperateParty. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. . The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (d) If but in any case before the due date for the answer or response to a claim, whether between as such due date may be modified or extended) after the parties date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 7.5, of its election to defend in good faith any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party, requires immediate actionparty against the Indemnified Party, the parties will Indemnified Party shall not settle or compromise such claim or demand. The Indemnified Party shall make all reasonable efforts available to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party or its agents, at the Indemnifying Party’s cost, all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand. Neither the Indemnifying Party nor the Indemnified Party shall settle or compromise any such claim or demand unless the Indemnifying Party or the Indemnified Party, as the case may be, is given a full and complete release of any and all liability by all relevant parties relating thereto. If notice is given to an Indemnifying Party of the commencement of any action and it does not elect not, within 15 days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume control or otherwise participate in the defense of any third-party claimthereof, the Indemnifying Party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the results obtained Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith by the that there is a reasonable probability that an action may adversely affect it or its Affiliates other than a result of monetary damages, such Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend may, by notice to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Indemnifying Party, although for assume the purpose exclusive right to defend, compromise or settle such action, but the Indemnifying Party shall not be bound by any determination of the procedures set forth in this Section 13.4an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld, any indemnification claims by such parties shall be made by and through the Indemnified Partyconditioned or delayed).

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The A party claiming entitled to be indemnified pursuant to Section 9.2, 9.3, or 9.4, above (the “Indemnified Party”) shall promptly notify the party liable for such indemnification (the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) in writing, of any claimclaim or demand with reasonable specificity, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against under which the Indemnified Party has determined has given or is reasonably likely to give rise to a right of indemnification under this Agreement within thirty (30) days of such determination; provided, however, that a failure to provide such notice shall be given by the Indemnified not relieve any Indemnifying Party of its obligations hereunder except to the Indemnifying Party within five (5) days after written notice of extent that it has been materially prejudiced by such action, suit, or proceeding shall have been given to the Indemnified Partyfailure. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and shall notify the Indemnifying Party agree at of any claim or prior demand pursuant to Section 9.5(a) above, and if such claim or demand relates to a claim or demand asserted by a Third Party against the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if Indemnified Party that the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any under Section 9.2, 9.3, or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder9.4 above, the Indemnifying Party shall have the right at to employ counsel of its own expense choice to participate in defend any such claim or to assume control of the defense of such claim, and demand asserted against the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. (d) If a claim; provided that, whether between in connection with any Third Party claim Indemnified Party shall have determined in good faith that such Third Party claim may result in any non-monetary Damages, then such Indemnified Party shall have the parties or right to elect, by a third party, requires immediate action, the parties will make all reasonable efforts notice to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect Party, to assume control or otherwise participate be represented by separate counsel, and in any such case the defense reasonable fees and expenses of any third-party claim, such separate counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be bound by notify the results obtained Indemnified Party in good faith writing, as promptly as possible (but in any case before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party with respect to such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partnersIndemnifying Party under Section 9.5(a), shareholdersof its election to defend in good faith any such Third Party claim or demand. Subject to any agreement to which the Indemnified Party is a party and/or Legal Requirement, directors, officers, members, partners, the Indemnified Party shall make available to the Indemnifying Party or its agents, employeesat the Indemnifying Party’s cost, all records and representatives other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any Third Party claim or demand, subject to customary and appropriate confidentiality limitations. The Indemnifying Party shall not settle or compromise any such claim or demand unless the claim or demand was solely for money damages and the Indemnified Party is given a full and complete release of any and all liability by all relevant parties relating thereto without the prior consent of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by Party (such parties shall consent not to be made by and through the Indemnified Partyunreasonably delayed or withheld).

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming Whenever any claim shall arise for indemnification hereunder, the Party entitled to indemnification (the "“Indemnified Party"”) shall promptly give provide written notice of such claim to the party from whom the indemnification is claimed other Party (the "“Indemnifying Party") of any claim, whether between the parties or brought by a third party against ”). The notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party, specifying each provision of this Agreement under which the claim is made and the nature and amount of the claim (ior a good faith estimated amount) asserted, in each case, in reasonable detail in light of the factual basis for facts to the extent then known by the Indemnified Party, and which notice shall be provided before the Indemnified Party incurs substantial expense with respect to responding to such claim. The Indemnifying Party shall then give the Indemnified Party notice of its intent to pay or dispute such claim, and (iispecifying in reasonable detail the reason(s) the amount for its intended action. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of the claim. If the claim relates to an action, suit, or proceeding filed any Action by a third person or entity who is not a party against the Indemnified Party such notice shall be given by the Indemnified Party to this Agreement, the Indemnifying Party within five (5) days after Party, at its sole cost and expense and upon written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right be entitled to participate in the defense of any such claim Action, with its counsel and at its own cost and expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) . If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party shall be bound by the results obtained in good faith may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to such claim. (f) any damages resulting therefrom. The indemnification rights provided in Sections 13.2 and 13.3 hereof Indemnifying Party shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of not settle any Action without the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties ’s prior written consent (which consent shall not be made by and through the Indemnified Partyunreasonably withheld or delayed).

Procedures for Indemnification. The procedures for Subject to Section 9.5 of this Agreement, a Party seeking indemnification shall be as follows: (a) The party claiming the indemnification under this Article IX (the "Indemnified Party") shall promptly give notice to notify the party from Party against whom the a claim for indemnification is claimed sought under this Agreement (the "Indemnifying Party") of any claimin writing, whether between which notice shall specify, in reasonable detail, the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, nature and (ii) the estimated amount of the claim. If the claim relates to an action, suit, or proceeding filed by and shall include a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice complete and accurate copy of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any complaint or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith other information received by the Indemnified Party with respect to such claim. . If a claim by a third party is made against an Indemnified Party, and if the Indemnified Party intends to seek indemnity with respect thereto under this Article IX, the Indemnified Party shall promptly (fbut in no event longer than 30 days ("Indemnity Notice Period") The of such claim being made) notify the Indemnifying Party of such claim and the reasonable details thereof, including a complete and accurate copy of any notice, complaint or other information received by the Indemnified Party with respect to such claim; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party of a claim within the Indemnity Notice Period for such claim shall not affect the Indemnified Party's right to indemnification rights provided in Sections 13.2 under the Article IX except (and 13.3 hereof shall extend then only) to the partnersextent that the Indemnifying Party is actually prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to undertake, shareholdersconduct and control, directorsthrough counsel of its own choosing and at its expense, officers, members, partners, agents, employeesthe settlement or defense thereof, and representatives the Indemnified Party shall cooperate with it in connection therewith, except that with respect to settlements entered into by the Indemnifying Party (i) the consent of the Indemnified Party shall be required if the settlement provides for equitable relief against, or otherwise adversely affects, the Indemnified Party, which consent shall not be unreasonably withheld or delayed; and (ii) the Indemnifying Party shall obtain a complete release of the Indemnified Party. If the Indemnifying Party undertakes, although for conducts and controls the purpose settlement or defense of such claim, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of the procedures set forth in this Section 13.4, any indemnification claims by such parties Indemnified Party's counsel shall be made borne by and through the Indemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming If a claim for Damages is to be made by any of the indemnification NETGEAR Indemnified Parties pursuant to this Article X (the "“Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation”), the Indemnified Party agrees to make give written notice to the Designated Principals (the “Indemnifying Parties”) promptly and in any event not later than sixty (60) days after the date the Indemnified Party shall first become aware of such claim of the assertion of any fact, condition, event, claim, action or proceeding that may give rise to Damages in respect of which indemnity may be sought under this Article X (a “Claim”); provided that the failure to give such prompt notice shall not affect the rights of the Indemnified Party except to the extent the Indemnifying Party is actually prejudiced by such failure. The notice shall state in reasonable detail the information then available regarding the amount and nature of the Claim and shall specify the provision or provisions of this Agreement under which the Claim is asserted. The Indemnifying Party shall be deemed to have accepted the notice of the Claim and to have agreed to pay the Damages at issue if such Indemnifying Party does not send a notice of disagreement to the Indemnified Party within sixty (60) calendar days after receiving notice of the Claim. In the case of a disputed Claim, the parties shall use their reasonable best efforts to resolve the matter internally on an expeditious basis and in any event within forty-five (45) calendar days after notice is received by the Indemnifying Party. If after such forty-five (45) calendar day period has passed, the parties have not mutually resolved the matter, then the Indemnified Parties may initiate legal proceedings with respect to such Claim. (b) If any lawsuit or enforcement action is filed against any Indemnified Party, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event no later than the earlier of (i) ten (10) calendar days after the service of the citation or summons and (ii) sixty (60) days after the Indemnified Party shall first become aware of the filing of such suit or action); provided that the failure to give such notice shall not affect the rights of the Indemnified Party except to the extent the Indemnifying Party is actually prejudiced by such failure. After such notice, provided that the Indemnifying Party acknowledges in writing, based on the information then available to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, by written notice to the Indemnified Party given within fifteen (15) calendar days after the date of notice of the claim from the Indemnified Party pursuant to the first sentence of this paragraph (b), at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action (except with respect to any claims for equitable relief, provided that the Indemnified Party shall consult with the Indemnifying Party in connection with any such proceeding), (ii) to employ and engage attorneys of its own choice to handle and defend the same, unless the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, risk and expense, to substantiate engage separate counsel of its own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld (it being agreed that it shall be reasonable to withhold such consent if such compromise or settlement does not include a complete release of the Indemnified Party from all liability with respect thereto, or imposes any liability on the Indemnified Party). The Indemnified Party shall cooperate at the expense of the Indemnifying Party in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Indemnifying Party fails to assume the defense of such claim within fifteen (15) calendar days after the notice of the claim referred to in the first sentence of this paragraph (b), the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost, risk and expense, the defense, compromise or settlement of such claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of assumes the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If keep the Indemnifying Party does not elect to assume control or otherwise participate in reasonably informed of the defense progress of any third-party claimsuch defense, the compromise or settlement. The Indemnifying Party shall be bound by liable for indemnifiable Damages arising from the results obtained settlement or resolution of any claim pursuant to and in good faith by the Indemnified Party accordance with respect to such claim. this Section 10.3 (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend subject to the partners, shareholders, directors, officers, members, partners, agents, employees, indemnification provisions of this Article X (and representatives of the Indemnified Party, although for limitations contained herein) and the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified PartyEscrow Agreement).

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The If a party claiming the entitled to indemnification under this Section 11 (the "an “Indemnified Party"”) asserts that it has suffered or incurred a Loss for which it is entitled to indemnification or that a party obligated to indemnify it has become obligated to such Indemnified Party, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnified Party may become entitled to indemnification or a party obligated to indemnify it has become obligated to an Indemnified Party, such Indemnified Party shall promptly give prompt written notice to (i) in the case of a claim for indemnification pursuant to Section 11.2(a), the applicable Seller against whom such claim is asserted, (ii) in the case of a claim for indemnification pursuant to Section 11.2(b), the Seller Representative, and (iii) in the case of a claim for indemnification pursuant to Section 11.3, the Buyer (each such person, an “Indemnifying Party”). No delay in delivering such written notice to the party Indemnifying Party shall relieve the Indemnifying Party from whom any obligation hereunder or prevent the Indemnifying Party from recovering in respect of any claim for indemnification pursuant to and in accordance with this Section 11 unless, and then solely to the extent that, the Indemnifying Party is claimed actually and materially prejudiced thereby. Such notice by the Indemnified Party will describe the claim giving rise to an obligation of indemnification in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim. Within thirty (30) days after delivery of a notice pursuant to this Section 11.5 (the "“Response Period”), the Indemnifying Party shall deliver to the Indemnified Party a written response to such notice. If, during the Response Period, the Indemnifying Party delivers a written notice disputing the Indemnified Party") ’s entitlement to indemnification of any claimthe Losses described in such notice, whether between the parties shall use their reasonable best efforts to settle such disputed matters within thirty (30) days following the expiration of the Response Period. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 (and any similar state laws) shall apply to all offers to compromise made by the parties hereto during any such negotiations and any subsequent dispute arising therefrom. If the parties are unable to reach agreement within such thirty (30)-day period, the dispute may be resolved by any legally available means consistent with the provisions of Section 15.2. (b) This Section 11.5(b) shall apply to any suit, action, investigation, claim or brought proceeding asserted by a third party against an Indemnified Party (a “Third-Party Claim”). In the event an Indemnified PartyParty has written notice of a Third-Party Claim, specifying such Indemnified Party shall notify the Indemnifying Party in writing (iand in reasonable detail regarding) the factual basis for Third-Party Claim promptly (and in any event, within ten (10) Business Days) after receipt by such claim, and (ii) the amount Indemnified Party on written notice of the claim. If the claim relates Third-Party Claim; provided, however, that failure to an action, suit, or proceeding filed by a third party against give such notification shall not affect any rights of the Indemnified Party such notice shall be given by the Indemnified Party under this Agreement except to the Indemnifying Party within five (5) days after written notice of such action, suit, or proceeding shall have been given to the Indemnified Party. (b) Following receipt of notice from the Indemnified Party of a claim, extent the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim been materially prejudiced as the Indemnifying Party shall deem necessary or desirable. For the purposes a result of such investigationfailure. Thereafter, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior shall promptly deliver following receipt thereof, a copy of all material written notices and documents (including court papers) received by either of them relating to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Third-Party does not respond to such noticeClaim. If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall immediately pay be entitled to participate in the defense thereof and, if it so chooses, upon written notice given to the Indemnified Party the full amount within twenty (20) days of the claim. Buyer shall be entitled to apply any or all receipt of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period of the notice of such Third-Party Claim (or within or, if sooner, the date that is ten (10) Business Days prior to the time any agreedresponse to such Third-upon extension thereofParty Claim is required), assume and control the defense thereof with counsel selected by the Indemnifying Party and not reasonably objected to by the Indemnified Party. Should the Indemnifying Party may seek appropriate legal remedy. (c) With respect so elect to any claim by assume the defense of a third party as to which the Indemnified Third-Party is entitled to indemnification hereunderClaim, the Indemnifying Party shall have the right at its own expense not be liable to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense legal expenses subsequently incurred by the Indemnified Party as in connection with the result defense thereof, unless (i) the employment of a request such counsel has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnified Party shall have been advised by counsel that the assumption of such defense by the Indemnifying Party would be inappropriate due to so cooperatean actual or potential conflict of interest, or (iii) the Indemnified Party shall have been advised by counsel that one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party (provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one firm of counsel for all Indemnified Parties, other than local counsel). If the Indemnifying Party elects to assume control of the defense of any third-party claimassumes such defense, the Indemnified Party shall have the right to participate in the defense of such claim thereof and to employ at its own expense. expense (dexcept as provided in the immediately preceding sentence) If counsel not reasonably objected to by the Indemnifying Party, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense and shall be empowered to make any settlement with respect to such Third-Party Claim, subject to the remaining terms of this Section 11.5(b). The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of a claimThird-Party Claim as provided above). In connection with any Third-Party Claim, whether between all the parties shall cooperate and shall cause their Affiliates to reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on any basis reasonably requested by the Indemnifying Party to provide additional information and explanation of any material provided hereunder or otherwise relating to the Third-Party Claim, provided, however, that (x) the Indemnified Party shall not be required to produce any records or information (1) that may constitute privileged attorney-client communications and the transfer of which, or the provision of access to which, as reasonably determined by the Indemnified Party’s counsel, would reasonably be expected to constitute a third partywaiver of any such privilege or (2) if the provision of access to such document (or applicable portion thereof) or information, requires immediate actionas determined by the Indemnified Party’s counsel, would reasonably be expected to conflict with Applicable Laws (provided that the Indemnified Party shall use reasonable best efforts to allow for such access in a manner that does not result in the events set out in the preceding clauses (1) and (2) (including (if applicable) executing a common interest agreement with respect to such information)) and (y) any reasonable out-of-pocket costs or expenses incurred by the Indemnified Party in connection with any such cooperation shall be borne solely by the Indemnifying Party and reimbursed to the Indemnified Party. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, the parties will make all reasonable efforts to reach a decision Indemnified Party shall not admit any liability with respect thereto as expeditiously as possible. to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (e) such consent not to be unreasonably withheld or delayed), unless the Indemnified Party reasonably determines that a failure to admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim may result in a Governmental Entity initiating or continuing to pursue an Action against the Indemnified Party or any of its Affiliates, which if such Action were successful, would reasonably be expected to be materially detrimental to the Person against which such Action were to be initiated. If the Indemnifying Party does not elect to assume control or otherwise participate in assumes the defense of any thirda Third-party claimParty Claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party not admit any liability with respect to to, or settle, compromise or discharge, such claim. (f) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to Third-Party Claim without the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives prior written consent of the Indemnified Party, although for unless such admission, settlement, compromise or discharge (1) obligates the purpose Indemnifying Party to pay the full amount of the procedures set forth liability in this Section 13.4connection with such Third-Party Claim, (2) releases the Indemnified Party completely in connection with such Third-Party Claim, (3) does not contain any indemnification claims admission of wrongdoing or misconduct by such parties shall be made by the Indemnified Party and through (4) does not involve any injunction or other equitable relief or relief for other than money damages against the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third-Party Claim) if (i) such Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party or its Affiliates, (ii) such Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party; (iii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim; or (iv) such Third-Party Claim has been brought by a Governmental Entity. (c) To the extent of any conflict between Section 10.2(b) and this Section 11.5, Section 10.2(b) shall govern.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Promptly after receipt by a Tejas Indemnified Party or a Company Indemnified Party (such party, the "INDEMNIFIED PARTY") of written notice of the assertion or the commencement of any proceeding by a third-party claiming with respect to any matter referred to in Sections 8.02 (other than excepted matters) or 8.03, as applicable, the Indemnified Party shall give written notice thereof to the party(ies) responsible for indemnification pursuant to Sections 8.02 or 8.03 hereof (the "Indemnified PartyINDEMNIFYING PARTY") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim), and (ii) thereafter shall keep the amount Indemnifying Party reasonably informed with respect thereto; provided, however, that failure of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by the Indemnified Party to give the Indemnifying Party within five (5) days after written notice as provided herein shall not relieve the Indemnifying Party of such actiontheir obligations hereunder, suit, or proceeding shall have been given except to the Indemnified Partyextent that the Indemnifying Party are prejudiced thereby. A claim for indemnification for any matter not involving a third-party proceeding may be asserted by notice to the Indemnifying Party and shall be paid promptly after such notice. (b) Following receipt If the facts pertaining to a Loss arise out of the claim of any third party, or if there is any claim against a third party available by virtue of the circumstances of the Loss, the Indemnifying Party may assume the defense or the prosecution thereof by prompt written notice from to the Indemnified Party Party, including the employment of a claimcounsel or accountants, at its sole cost and expense. In connection therewith, the Indemnifying Party shall have thirty (30) days in which to make acknowledge that such investigation claim is the proper subject of the claim indemnification under Section 8.02 or 8.02, as the Indemnifying Party shall deem necessary or desirableapplicable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in therein, but the defense fees and expense of such claim counsel employed by the Indemnified Party shall be at its own sole cost and expense. (d) If a claim. Neither the Indemnifying Party nor the Indemnified Party shall be liable for any settlement of any such claim effected without their respective prior written consent, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If which shall not be unreasonably withheld; PROVIDED that if the Indemnifying Party does not elect to assume control or otherwise participate in the defense or prosecution of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. a claim as provided above without thirty (f30) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of days after notice thereof from the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party may settle such claim without the Indemnifying Party's consent. Whether or not the Indemnifying Party chooses to so defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trails and appeals, as may be reasonably requested in connection therewith.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming If any Indemnified Party receives notice of the indemnification (the "Indemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") assertion of any claim, whether between the parties commencement of any suit, action or brought proceeding, or the imposition of any penalty or assessment by a third party against the Indemnified Party, specifying in respect of which indemnity may be sought hereunder (i) the factual basis for such claima “Third Party Claim”), and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice shall be given by intends to seek indemnity hereunder, then the Indemnified Party shall provide Seller (if prior to the Indemnifying Party within five Liquidation Date) or Seller’s Agent (5if after the Liquidation Date) days after with written notice of such action, suit, or proceeding shall have been given the Third Party Claim (a “Claim Notice”). The failure by an Indemnified Party to notify Seller (if prior to the Indemnified PartyLiquidation Date) or Seller’s Agent (if after the Liquidation Date) shall not relieve Seller of any indemnification responsibility under this ARTICLE 7, except to the extent that Seller is actually and materially prejudiced thereby. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the The Indemnified Party shall have the right to control the defense or settlement of such Third Party Claim with reasonably-priced counsel of its choosing; provided that Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) shall be entitled (at the expense of Seller or Seller’s Agent (as applicable)) to participate in the defense of such claim at any Third Party Claim with its own expensecounsel; and provided further, that the Indemnified Party shall not be authorized to settle or compromise any such Third Party Claim without the prior written consent of Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date), which consent shall not be unreasonably withheld, delayed, or conditioned. Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) shall, at Purchasers’ cost, reasonably cooperate in such defense and make available all witnesses, pertinent records, materials and information in its possession and control relating thereto as is reasonably required by the Indemnified Party. (c) Any indemnifiable claim hereunder that is not a Third Party Claim shall also be asserted by the Indemnified Party by delivering a Claim Notice to Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date). Any Claim Notice seeking indemnity hereunder shall state (i) that an Indemnified Party has incurred, paid, reserved or accrued, or reasonably and in good faith anticipates that it may incur, pay, reserve or accrue, Damages, (ii) the amount of such Damages (which, in the case of Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by an Indemnified Party to be incurred, paid, reserved, accrued or demanded by a third party), and (iii) specifying in reasonable detail the basis for such claim. Such Claim Notice shall be given as promptly as is reasonably practicable after the Indemnified Party becomes aware of the basis for each such a claim, provided that the failure to provide such notice shall not relieve Seller of any indemnification responsibility under this ARTICLE 7, except to the extent that Seller is actually and materially prejudiced thereby. (d) If a claim, whether between Seller (if prior to the parties Liquidation Date) or by a third party, requires immediate action, Seller’s Agent (if after the parties will make all reasonable efforts to reach a decision Liquidation Date): (i) agrees with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to the claim set forth in a Claim Notice, the parties shall prepare a memorandum setting forth such agreement, and such memorandum shall be signed by both parties (any claims covered by such an agreement, “Agreed Claims”); or (ii) disputes the existence or the amount of such claim set forth in a Claim Notice, Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) shall notify the Indemnified Party in writing (with reasonable specificity) within thirty (30) calendar days following receipt of such Claim Notice (the “Response Notice”) and the parties will negotiate in good faith to resolve such claim for up to thirty (30) calendar days thereafter or such other period of time as the parties mutually agree in writing (the “Negotiation Period”). If the parties should then so agree with respect to such claim, the parties shall prepare a memorandum setting forth such agreement, and such memorandum shall be signed by both parties (any claims covered by such an agreement, “Settled Claims”). If the parties are unable to agree within the Negotiation Period specified herein, then the matter shall be submitted to the courts referenced in Section 9.5 below; provided that if such claim is made by an Indemnified Party and Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) does not submit such matter to the courts referenced in Section 9.5 below within thirty (30) calendar days following the expiration of the Negotiation Period specified above, then such matter shall be deemed undisputed and Seller shall indemnify the Indemnified Party for the Damages. (fe) The Any decision of the court with respect to both the existence and amount of such claim shall be final and binding on the parties hereto. If no Response Notice is received by the Indemnified Party within thirty (30) calendar days after Seller’s or Seller’s Agent’s (as applicable) receipt of the Claim Notice, the matter shall be deemed undisputed and Seller shall indemnify the Indemnified Party for the Damages (any such claims, “Unobjected Claims”). A “Payable Claim” shall mean a claim for indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend of Damages under this ARTICLE 7 to the partnersextent that such claim is (A) an Agreed Claim, shareholders(B) a Settled Claim, directorsor (C) an Unobjected Claim. An “Unresolved Claim” shall mean any claim for indemnification of Damages under this ARTICLE 7 specified in any Claim Notice, officersto the extent that such claim is not a Payable Claim. In the event that an Indemnified Party is entitled to recover the same Damages under more than one provision of this Agreement, members, partners, agents, employeesthe Indemnified Party shall only be permitted to recover such Damages under one provision, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Partywithout duplication.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification A Person who may be entitled to be indemnified and held harmless under Section 3.2 or Section 3.3 (the "“Indemnified Party") ”), shall promptly give notice to notify (but in any event within thirty (30) days) the party from whom the indemnification Party that is claimed potentially liable therefor (the "“Indemnifying Party"”) in writing of any pending or threatened claim, whether between the parties investigation, proceeding or brought demand by a third party Third Party that the Indemnified Party has determined has given or could reasonably give rise to such a right under this Agreement (including a pending or threatened claim or demand asserted by a Third Party against the Indemnified Party, specifying (i) such claim being a “Third-Party Claim”), describing in reasonable detail the factual basis for facts and circumstances with respect to the subject matter of such claimclaim or demand and, and (ii) if applicable, the amount specific provision of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against this Agreement that the Indemnified Party alleges to be breached (or the category of indemnification into which the Loss fits); provided that the failure to provide such notice shall be given not release the Indemnifying Party from any of its obligations under this Article III except to the extent the Indemnifying Party is prejudiced by such failure. Following delivery of a notice of a Third-Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim; provided that the failure to deliver such notices and documents shall not release the Indemnifying Party within five (5) days after written notice from any of such action, suit, or proceeding its obligations except to the extent the Indemnifying Party shall have been given to the Indemnified Partyprejudiced as a result of such failure. (b) Following receipt of a notice of a Third-Party Claim from the an Indemnified Party of a claimpursuant to Section 3.4(a), the Indemnifying Party shall have may assume the defense and control of such Third-Party Claim by delivery of written notice to the Indemnified Party, and if it does not assume the defense of such Third-Party Claim, to participate in the defense of any Third-Party Claim in accordance with the terms of Section 3.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnified Party, within thirty (30) days in which to make of receipt of an indemnification notice of from such investigation of the claim as Indemnified Party; provided that the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any assume or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume maintain control of the defense of any thirdThird-party claim, Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party to the extent (i) in the reasonable judgment of the Indemnified Party, after consultation with outside counsel, there exists a conflict of interest between the Indemnifying Party and the applicable Indemnified Party in the defense of such Third- Party Claim by the Indemnifying Party, (ii) the Third-Party Claim is a criminal proceeding, action, (c) The Indemnified Party may take any actions reasonably necessary to defend such Third-Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by Section Error! Reference source not found.. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall have allow the right Indemnified Party a reasonable opportunity to participate in the defense of such claim Third-Party Claim with its own counsel and at its own expense, and the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof (it being understood and agreed that even if the Indemnified Party participates in the defense of such a Third-Party Claim, the Indemnifying Party shall control the defense and all decisions with respect thereto). Remainco or Spinco, as the case may be, shall, and shall use their reasonable best efforts to, and to cause their Affiliates and Representatives to, cooperate fully with the Indemnifying Party in the defense of any Third-Party Claim. Without limiting the generality of the foregoing, from and after the delivery of a notice of a claim for indemnification, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its Representatives reasonable access, during normal business hours, to the books, records, personnel and properties of the Indemnified Party to the extent reasonably related to such claim, at no cost to the Indemnifying Party (other than for reasonable out-of-pocket expenses of the Indemnified Parties). To the extent permitted by Law, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third-Party Claim, without the consent of any Indemnified Party; provided that (i) such settlement provides only for the payment of monetary damages (and does not impose any injunctive relief or otherwise impose any conditions or restrictions on the applicable Indemnified Party), (ii) the Indemnifying Party pays or causes to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to the limitations in this Agreement), (iii) the Indemnifying Party obtains, as a condition of any settlement or other resolution, a complete and unconditional release of each Indemnified Party from any and all liability with respect to such Third-Party Claim and (iv) does not involve any admission by the Indemnified Party of any wrongdoing or violation of Law. (d) If a claimNo Indemnifying Party shall have any liability under this Article III for any Losses arising out of or in connection with any Third-Party Claim that is settled or compromised by an Indemnified Party without the prior consent of such Indemnifying Party (such consent not to be unreasonably withheld, whether between the parties conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possibledelayed). (e) If an Indemnified Party wishes to make a claim under this Article III that does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party does not elect to assume control or otherwise participate in setting forth (i) a reasonably detailed description of the defense of any third-party claim, (ii) a good faith estimate of the amount of the claim (to the extent ascertainable) and (iii) the specific provision of this Agreement that the Indemnified Party alleges to be breached (or other category of indemnification into which the Loss fits), and such notice shall be accompanied by copies of all documentation available to the Indemnified Party that may be necessary or appropriate for the purposes of enabling the Indemnifying Party shall to be bound by the results obtained in good faith by the Indemnified Party informed and to take any and all appropriate decisions and actions with respect to such claim. (f) The indemnification rights provided in Sections 13.2 the matter and 13.3 hereof shall extend to Loss that is the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives subject of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.claim; provided

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification shall be as follows: (a) The under Section 11.1 above, the party claiming the entitled to indemnification (the "Indemnified Party") shall promptly give notice to notify the party from whom the indemnification is claimed sought (the "Indemnifying Party") of any claimsuch claim and, whether between when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice thereof to the Indemnifying Party, as soon as possible, but in no event later than 10 business days prior to the time any response to the asserted claim is required, if possible, and in any event within 3 business days following receipt of notice thereof. The Indemnifying Party shall not be given liable for any legal fees incurred by the Indemnified Party prior to the Indemnifying Party within five (5) days after written notice Party's receipt of such actionnotice. Notwithstanding anything in the preceding sentence to the contrary, suit, or proceeding the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnifying Party shall not have been given prejudiced by such omission. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof (and Seller shall assume the defense of any claim for unpaid taxes for any period prior to the Indemnified Party. (b) Following receipt Closing and Buyer shall assume the defense of notice from any claim for unpaid taxes for any period after the Closing); provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of a claimLosses, if any, attributable to such claim or Legal Proceeding. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Accounts Receivable collected on behalf of Sellers to a claim as to Indemnified Party, which Buyer is entitled to indemnification hereunder. If the Indemnified Party consent shall not be unreasonably withheld (and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and if the Indemnified Party shall cooperate fully with the Indemnifying Party, subject withhold its consent to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request any monetary settlement proposed by the Indemnifying Party and which the other party to so cooperate. If the Indemnifying Party elects action has indicated it is prepared to assume control of the defense of any third-party claimaccept, the Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the right to participate in the defense proposed amount of such claim settlement, plus reasonable attorneys' fees); provided, further, that the Indemnified Party may, at its own expense. (d) If a claim, whether between participate in any such proceeding with the parties counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or by a third party, requires immediate actionLegal Proceeding, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 11.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 11.2, (i) the Indemnifying Party shall not have promptly employed counsel or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of outside legal counsel to each of the Indemnifying Party and the Indemnified Party, that a conflict of interest gives rise to one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice (reasonably satisfactory to the Indemnifying Party), the expense for which shall be bound borne by the results obtained Indemnifying Party (but in good faith no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim. claim or proceeding) and (fy) The indemnification rights provided in Sections 13.2 and 13.3 hereof the Indemnifying Party shall extend not have the right to direct the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives defense of any such action on behalf of the Indemnified Party, although for . All payments by the purpose of the procedures set forth in Indemnifying Party pursuant to this Section 13.4, any indemnification claims by such parties Article XI shall be made by and through the Indemnified Partyin immediately available funds.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The Whenever a claim shall arise for indemnification under this Article XI, the party claiming the entitled to indemnification (the "“Indemnified Party"”) shall promptly give notice to notify the party from whom the which indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch claim and, whether between when known, the parties or brought by a third party against facts constituting the Indemnified Party, specifying (i) the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit, for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against party, the Indemnified Party shall give such notice shall be given thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five Business Days following receipt of notice thereof; provided, further, that no delay or failure to give such notice by the Indemnified Party to the Indemnifying Party within five shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except to the extent that such delay or failure has materially prejudiced the Indemnifying Party. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may (5subject to Section 1.8 and except with respect to the ARC Product Issue, in respect of which Sections 11.6(c), (d), and (e) days after shall apply) at its sole cost and expense, assume the defense thereof by written notice of such actionwithin 30 calendar days, suit, or proceeding shall have been given using counsel that is reasonably satisfactory to the Indemnified Party. (b) Following receipt . If an Indemnifying Party assumes the defense of notice from the Indemnified Party of a claimany such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days be entitled to take all steps necessary in which to make such investigation the defense thereof including the settlement of any case that involves solely monetary damages without the consent of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigationIndemnified Party; provided, however, that the Indemnified Party agrees to make available to may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. The Indemnifying Party and/or its authorized representative(s) Party, if it has assumed the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration defense of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim or Legal Proceeding by a third party as to provided herein, shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party is entitled to indemnification hereundertake, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing (except with respect to the Indemnifying PartyARC Product Issue, subject in respect of which Sections 11.6(c), (d), and (e) shall apply) the other party with reasonable access to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party employees and officers (including as the result of a request by witnesses) and other information. So long as the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claimis in good faith defending such claim or Legal Proceeding, the Indemnified Party shall have the right to participate in the defense of not compromise or settle such claim at its own expense. (d) If a claimwithout the prior written consent of the Indemnifying Party, whether between the parties which consent shall not be unreasonably withheld, conditioned or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or Legal Proceeding in such manner as it may deem appropriate, including settling such claim or Legal Proceeding (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be bound unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.3. (b) The parties acknowledge that Seller expressly disputes any claim that ARC bears any responsibility for any losses that may be suffered or incurred by third parties arising out of or in connection with the results obtained ARC Product Issue. (c) Whenever any claim or Legal Proceeding by a third party is brought against ARC in connection with the ARC Product Issue (a “Third Party ARC Claim”), Purchaser shall promptly notify Seller of such Third Party ARC Claim not later than ten Business Days prior to the time any response to the asserted Third Party ARC Claim is required, if possible, and in any event within five Business Days following receipt of notice thereof and, when known, the facts constituting the basis for such Third Party ARC Claim. Upon receipt by Seller of such notice, Seller may at its election either (i) promptly acknowledge that such Third Party ARC Claim is a Valid Claim or (ii) cooperate with Purchaser in good faith for a period of ten (10) Business Days in an attempt to mutually agree that such Third Party ARC Claim is a Valid Claim. If following that ten (10) Business Day period, Seller and Purchaser have not been able to mutually agree that such Third Party ARC Claim is a Valid Claim, then Seller shall be and remain liable for indemnification pursuant to Section 11.2(a)(iv), and shall indemnify the Purchaser Indemnified Group for any Losses in accordance therewith, unless and until a determination is made by an expert single arbitrator appointed pursuant to this Section 11.6(c) (the “Expert Arbitrator”), in arbitration proceedings conducted pursuant to Section 11.6(e) below, that the relevant Third Party ARC Claim is not a Valid Claim. If the Seller wishes the Expert Arbitrator to determine whether a Third Party ARC Claim is a Valid Claim, Seller shall give written notice thereof to Purchaser and the parties will seek in good faith to mutually agree on the identity of the Expert Arbitrator. Failing such agreement within thirty (30) Business Days from the date of receipt by Purchaser of such notice from Seller, the Expert Arbitrator will be selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Expert Arbitrator shall, whether agreed by the parties or selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association, be a single arbitrator who has not less than 7 years’ experience practicing as an attorney-at-law in the United States in the dispute resolution field and who has not less than 10 years’ particularized knowledge regarding product liability and recall claims in the automotive industry in the United States. (d) For purposes of this Agreement, a “Valid Claim” shall be a Third Party ARC Claim that is either mutually agreed by the parties in writing, or determined by the Expert Arbitrator, in arbitration proceedings conducted pursuant to Section 11.6(e) below, to be a claim in respect of which it cannot be said that the relevant third party has no real prospect of succeeding in its claim if the matter were to come before a court or arbitral body of competent jurisdiction. (e) In the event that Seller wishes the determination of the Expert Arbitrator as to whether a Third Party ARC Claim is a Valid Claim pursuant to Section 11.6(c), the arbitration conducted by the Expert Arbitrator shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the determination rendered by the Expert Arbitrator may be entered in any court having jurisdiction thereof. The parties will jointly advise the Expert Arbitrator that they desire an expedited arbitration process that will, to the extent practicable, result in any arbitration award being entered within three (3) months of confirmation of the Expert Arbitrator’s appointment. If the Expert Arbitrator determines that the relevant Third Party ARC Claim is a Valid Claim, Seller’s indemnification obligation pursuant to Section 11.2(a)(iv) in respect of such Third Party ARC Claim shall not be qualified by Sections 11.6(c), (d) and (e). If the Expert Arbitrator determines that the relevant Third Party ARC Claim is not a Valid Claim, Purchaser shall, within ten (10) Business Days after such determination, pay to Seller an amount equal to the amount of any Losses in respect of which Seller has prior to the date thereof indemnified the Purchaser Indemnified Group pursuant to Sections 11.2(a)(iv) and 11.6(c) in respect of such Third Party with respect to such claimARC Claim. (f) The indemnification rights provided Any Losses suffered by the Purchaser Indemnified Group as a result of a Third Party Claim being the subject of a decision or award in Sections 13.2 and 13.3 hereof favor of the relevant third party by a court or arbitral body of competent jurisdiction shall extend not be subject to the partnersprovisions of Sections 11.6(c), shareholders, directors, officers, members, partners, agents, employees(d) and (e) hereof, and representatives Seller’s indemnification obligation pursuant to Section 11.2(a)(iv) shall not be qualified by Sections 11.6(c), (d) and (e). (g) The parties acknowledge that from Closing ARC will not be a controlled Affiliate of Purchaser and that, accordingly, Purchaser may not be able to procure that Seller is able to assume the Indemnified Partydefense of Third Party ARC Claims, although for or that Seller has unfettered access to employees and officers of ARC and other information of ARC in connection with Third Party ARC Claims. Purchaser agrees to use its commercially reasonable best efforts (including without limitation by exercise of its rights as a shareholder of ARC) to cause ARC (a) to reasonably cooperate with Seller and Seller’s insurance providers to process any Third Party ARC Claim, and (b) to permit Seller to assume the purpose defense of Third Party ARC Claims. (h) If Purchaser, notwithstanding that from Closing ARC will not be a controlled Affiliate of Purchaser, is able to cause ARC to agree in writing at the procedures set forth relevant time to permit Seller to assume the defense of a Third Party ARC Claim, using counsel that is reasonably satisfactory to Purchaser and ARC, and otherwise in this accordance with the provisions of Section 13.411.6(a), then Seller shall have no right to seek to have the Expert Arbitrator make any determination and Seller’s indemnification claims obligation pursuant to Section 11.2(a)(iv) shall not be qualified by Sections 11.6(c), (d) and (e). For the avoidance of doubt, if Seller is permitted by ARC to assume the defense of a Third Party ARC Claim in accordance with the provisions of Section 11.6(a), but Seller elects not to assume such parties defense or fails to give written notice so to assume within 30 calendar days after receipt of such permission from ARC, then Seller shall have no right to seek to have the Expert Arbitrator make any determination as to whether the relevant Third Party ARC Claim is a Valid Claim and Seller’s indemnification obligation pursuant to Section 11.2(a)(iv) shall not be made qualified by Sections 11.6(c), (d) and through the Indemnified Party(e).

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The If a party claiming the entitled to indemnification under this Section 11 (the "an “Indemnified Party"”) asserts that it has suffered or incurred a Loss for which it is entitled to indemnification from the Indemnity Escrow Account pursuant to Section 11.2 or that a party obligated to indemnify it has become obligated to such Indemnified Party pursuant to Section 11.3 or 11.4, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnified Party may become entitled to indemnification from the Indemnity Escrow Account pursuant to Section 11.2 or a party obligated to indemnify it has become obligated to an Indemnified Party under Section 11.3 or 11.4, such Indemnified Party shall promptly give prompt written notice to (i) in the case of a claim for indemnification pursuant to Section 11.2, the Seller Representative, (ii) in the case of a claim for indemnification pursuant to Section 11.3, the applicable Seller against whom such claim is asserted, and (iii) in the case of a claim for indemnification pursuant to Section 11.4, the Buyer (each such person, an “Indemnifying Party”). No delay in delivering such written notice to the party Indemnifying Party shall relieve the Indemnifying Party from whom any obligation hereunder or prevent the Indemnifying Party from recovering in respect of any claim for indemnification pursuant to and in accordance with this Section 11 unless, and then solely to the extent that, the Indemnifying Party is claimed actually and materially prejudiced thereby. Such notice by the Indemnified Party will describe the claim giving rise to an obligation of indemnification in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim. Within 30 days after delivery of a notice pursuant to this Section 11.6 (the "“Response Period”), the Indemnifying Party shall deliver to the Indemnified Party a written response to such notice. If, during the Response Period, the Indemnifying Party delivers a written notice disputing the Indemnified Party") ’s entitlement to indemnification of any claimthe Losses described in such notice, whether between the parties shall use their commercially reasonable efforts to settle such disputed matters within 30 days following the expiration of the Response Period. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the parties hereto during any such negotiations and any subsequent dispute arising therefrom. If the parties are unable to reach agreement within such 30-day period, the dispute may be resolved by any legally available means consistent with the provisions of Section 15.2. (b) This Section 11.6(b) shall apply to any suit, action, investigation, claim or brought proceeding asserted by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against the Indemnified Party such notice (a “Third-Party Claim”). The parties hereto shall be given by cooperate and provide reasonable assistance in the defense or prosecution thereof. The Indemnified Party to may not settle or compromise any Third-Party Claim without the prior written consent of the Indemnifying Party within five (5) days after written notice not to be unreasonably withheld, conditioned or delayed). No Indemnified Party nor any of such action, suitits Affiliates will admit any liability with respect to, or proceeding shall have been given to settle, compromise or discharge any Third-Party Claim without the Indemnified Party. (b) Following receipt prior written consent of notice from the Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which Party, such consent not to make such investigation of the claim as the Indemnifying Party shall deem necessary be unreasonably withheld or desirabledelayed. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the The Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or will cooperate with each other in all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate reasonable respects in or to assume control of connection with the defense of any Third-Party Claim, including making available records relating to such claimThird-Party Claim and furnishing, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to without expense (other than reimbursement for reasonable of actual out-of-pocket expense incurred by expenses) to the Indemnified Party defending party, management employees of the non-defending party as may be reasonably necessary for the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control preparation of the defense of any thirdsuch Third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expenseClaim. (dc) If a claim, whether between To the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense extent of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. (fconflict between Section 10.2(b) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.411.6, any indemnification claims by such parties Section 10.2(b) shall be made by and through the Indemnified Partygovern.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming the indemnification A Person who may be entitled to be indemnified and held harmless under Section 3.2 or Section 3.3 (the "“Indemnified Party") ”), shall promptly give notice to notify (but in any event within thirty (30) days) the party from whom the indemnification Party that is claimed potentially liable therefor (the "“Indemnifying Party"”) in writing of any pending or threatened claim, whether between the parties investigation, proceeding or brought demand by a third party Third Party that the Indemnified Party has determined has given or could reasonably give rise to such a right under this Agreement (including a pending or threatened claim or demand asserted by a Third Party against the Indemnified Party, specifying (i) such claim being a “Third-Party Claim”), describing in reasonable detail the factual basis for facts and circumstances with respect to the subject matter of such claimclaim or demand and, and (ii) if applicable, the amount specific provision of the claim. If the claim relates to an action, suit, or proceeding filed by a third party against this Agreement that the Indemnified Party alleges to be breached (or the category of indemnification into which the Loss fits); provided that the failure to provide such notice shall be given not release the Indemnifying Party from any of its obligations under this Article III except to the extent the Indemnifying Party is prejudiced by such failure. Following delivery of a notice of a Third-Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third-Party Claim; provided that the failure to deliver such notices and documents shall not release the Indemnifying Party within five (5) days after written notice from any of such action, suit, or proceeding its obligations except to the extent the Indemnifying Party shall have been given to the Indemnified Partyprejudiced as a result of such failure. (b) Following receipt of a notice of a Third-Party Claim from the an Indemnified Party of a claimpursuant to Section 3.4(a), the Indemnifying Party shall have may assume the defense and control of such Third-Party Claim by delivery of written notice to the Indemnified Party, and if it does not assume the defense of such Third-Party Claim, to participate in the defense of any Third-Party Claim in accordance with the terms of Section 3.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnified Party, within thirty (30) days in which to make of receipt of an indemnification notice of from such investigation of the claim as Indemnified Party; provided that the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any assume or all of the Accounts Receivable collected on behalf of Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume maintain control of the defense of any thirdThird-party claim, Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party shall have to the right to participate extent (i) in the reasonable judgment of the Indemnified Party, after consultation with outside counsel, there exists a conflict of interest between the Indemnifying Party and the applicable Indemnified Party in the defense of such claim at its own expense. Third- Party Claim by the Indemnifying Party, (dii) If the Third-Party Claim is a claimcriminal proceeding, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control indictment, allegation or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be bound by the results obtained in good faith by investigation against the Indemnified Party with respect to such claim. or (fiii) The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the Indemnified Party, although for the purpose of the procedures set forth in this Section 13.4, any indemnification claims by such parties shall be made by and through the Indemnified Party.Third-Party Claim