Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (If a claim or demand is made against an “Indemnified Party”, or an Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) shall promptly give the as to which an Indemnifying Party from whom may be obligated to provide indemnification is being sought pursuant to this Agreement (an “Indemnifying Party”) notice of any matter which a "Third Party Claim"), such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release will notify the Indemnifying Party from any in writing, and in reasonable detail, of its obligations under this Article VI the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Indemnified Party will deliver to any recovery the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or indemnification sought transmitted by the Indemnified Party's relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party from Party, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if in the Indemnified Party's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnified Party will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnified Party copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnified Party fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnified Party on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the Parties will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnified Party's prior written consent (which consent will not be unreasonably withheld); provided, however, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnified Party and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other non-monetary relief affecting the Indemnified Party or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Damages which does not involve a Third Party Claim, if Claim will be asserted by reasonably prompt written notice given by the Indemnified Party to the Indemnifying Party does not notify the from whom such indemnification is sought. The failure by any Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that to so notify the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall will not release relieve the Indemnifying Party from any of its obligations liability which it may have to such Indemnified Party under this Article VI Agreement, except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by such failure. If . (e) In the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the any Indemnified Party hereunder against in connection with any Losses that may result from such Third Party Claim, then the such Indemnifying Party will be subrogated to and shall be entitled stand in the place of such Indemnified Party as to assume and control the defense any events or circumstances in respect of which such Indemnified Party may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim as provided above, the or against any other Person. Such Indemnified Party shall will cooperate with the such Indemnifying Party in a reasonable manner, and at the cost and expense of such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession prosecuting any subrogated right or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any In order for an Indemnitee to be entitled to any indemnification provided for under this Separation Agreement in respect of, arising out of or involving a claim made by any person who is not an Indemnitee against such Indemnitee (a “Third Party Claim”), such Indemnitee must notify the party seeking who may become obligated to provide indemnification under Section 6.01 hereunder (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim reasonably promptly, and in any event within 10 Business Days after receipt by such Indemnitee of written notice of any matter which such Indemnified the Third Party has determined has given or would reasonably be expected Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is shall have been actually and materially prejudiced by in its ability to successfully defend the matter giving rise to such claim as a result of such failure. With respect After any required notification (if applicable), the Indemnitee shall deliver to any recovery or indemnification sought the Indemnifying Party, promptly 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. (b) If a Third Party Claim is made against an Indemnified Party from Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the expense of the Indemnifying Party), with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate, at its own expense, in the defense thereof solely to assert any additional defenses and to employ counsel, at its own expense, except as set forth below, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim as provided above). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall not be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim, except for the reasonable fees and expenses of counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (c) The indemnification required by Section 5.01 or Section 5.02, as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or the Indemnifiable Loss is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim (i) all the parties hereto reasonably necessary or appropriate for such defense or prosecution shall cooperate in the defense or prosecution thereof, which cooperation shall include the retention in accordance with this Separation Agreement and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim and in such party’s control, (ii) the Indemnifying Party shall keep the Indemnitee reasonably informed of all significant developments in connection with the defense or prosecution of such Third Party Claim and (iii) the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) and which by its terms obligates the Indemnifying Party to pay the full amount of liability in connection with such Third Party Claim; provided, however, that, without the Indemnitee’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or its properties or (y) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim; provided, further, however, that if the Indemnitee does not consent to any settlement recommended by the Indemnifying Party pursuant to subclause (iii) above (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) then the Indemnifying Party (1) shall not in any event be obligated to indemnify the Indemnitee, or otherwise be responsible, for any amount in excess of the amount of the settlement so recommended by the Indemnifying Party and (2) shall be entitled to reimbursement of the fees and expenses of counsel incurred by the Indemnifying Party after the date on which the recommendation was made to the Indemnitee in the event the final and unappealable judgment in such Third Party Claim exceeds the amount of the settlement so recommended. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability 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. If the Indemnifying Party does not or is not entitled to assume the defense of a Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate; provided, however, that the Indemnitee shall not admit any liability 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. (d) In order for an Indemnitee to be entitled to any indemnification provided for under this Separation Agreement in respect of a claim that does not involve a Third Party Claim, if the Indemnitee shall deliver notice of such claim (in reasonably sufficient detail to enable the Indemnifying Party does not notify the Indemnified Party within thirty (30to evaluate such claim) days from its receipt of the notice from the Indemnified Party that with reasonable promptness to the Indemnifying Party disputes Party. The failure by any Indemnitee to give such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent that the Indemnifying Party is shall have been actually and materially prejudiced by in its ability to successfully defend the matter giving rise to such claim as a result of such failure. If the Indemnifying Party acknowledges in writing does not notify the Indemnitee within 20 Business Days following its obligation receipt of such notice that the Indemnifying Party disputes its liability with respect to indemnify such claim under Section 5.01 or Section 5.02, as the Indemnified case may be, the claim shall be conclusively deemed a liability of the Indemnifying Party hereunder against any Losses that under Section 5.01 or Section 5.02, as the case may result from such Third Party Claimbe, then and the Indemnifying Party shall be entitled to assume and control pay the defense amount of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so liability to the Indemnified Party within fifteen (15) days Indemnitee on demand or, in the case of any notice in which the amount of the receipt claim (or any portion thereof) is estimated, on such later date when the amount of such notice from the Indemnified Party; provided that that if there exists claim (or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expensesuch portion thereof) becomes finally determined. In the event that If the Indemnifying Party exercises the right has timely disputed its liability with respect to undertake any such defense against any such Third Party Claim claim, as provided above, the Indemnified Party shall cooperate with the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such defense and make available to the Indemnifying Partydispute and, at the Indemnifying Party’s expenseif not resolved through negotiations, all witnesses, pertinent records, materials and information such dispute shall be resolved in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate accordance with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified PartySection 7.11.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) Any If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim (or an Affiliate thereof) as to the extent known by the Indemnified Party, and containing a reference which an Indemnifying Party may be obligated to the provisions of provide indemnification pursuant to this Agreement in respect of which (a "Third Party Claim"), such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release Indemnitee will notify the Indemnifying Party from any in writing, and in reasonable detail, of its obligations under this Article VI the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Indemnitee will deliver to any recovery the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or indemnification sought transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party from Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim, if Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party does not from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall will not release relieve the Indemnifying Party from any of its obligations liability which it may have to such Indemnitee under this Article VI Agreement, except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by such failure. If . (e) In the event of payment in full by an Indemnifying Party acknowledges to any Indemnitee in writing its obligation to indemnify the Indemnified Party hereunder against connection with any Losses that may result from such Third Party Claim, then the such Indemnifying Party will be subrogated to and shall be entitled stand in the place of such Indemnitee as to assume and control the defense any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim as provided above, the Indemnified Party shall or against any other Person. Such Indemnitee will cooperate with the such Indemnifying Party in a reasonable manner, and at the cost and expense of such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession prosecuting any subrogated right or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article VII in respect of, arising out of or involving a claim or demand made by any Person (other than a party seeking hereto or Affiliate thereof) against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall notify the party liable for such indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice in writing, and in reasonable detail (taking into account the information then available to such Indemnified Party), of any matter which the Third-Party Claim promptly after receipt by such Indemnified Party has determined has given or would reasonably be expected of written notice of the Third-Party Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an The Indemnified Party from shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided, however, that the failure to deliver such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party that does not involve shall have been actually prejudiced as a Third result of such failure. (b) If a Third-Party Claim, if the Indemnifying Party does not notify the Claim is made against an Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimParty, the Indemnifying Party shall be deemed entitled to participate in the defense thereof and, if it so chooses to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, 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, unless the Third-Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnified Party and the Indemnifying Party based on the advice of counsel. If the Indemnifying Party assumes such defense, the Indemnified Party shall have accepted the right to participate in defense thereof and agreed to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses to defend any Third-Party Claim, all the parties hereto shall 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 use reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claimThird- Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). The Indemnifying Party may pay, settle or compromise a Third-Party Claim without the written consent of the Indemnified Party, so long as such settlement includes (A) an unconditional release of the Indemnified Party from all liability in respect of such Third- Party Claim, (B) does not subject the Indemnified Party to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. (bc) If an Indemnified Party shall receive notice of desire to assert any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss indemnification provided for under this Article VIVII other than a claim in respect of, within thirty (30) days arising out of the receipt of or involving a Third-Party Claim, such notice, the Indemnified Party shall give notify the Indemnifying Party notice in writing, and in reasonable detail (taking into account the information then available to such Indemnified Party), of such Third Party Claimclaim promptly after becoming aware of the existence of such claim; provided that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided for hereunder except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. If the Indemnifying Party acknowledges in writing does not respond to such notice within 45 days after its obligation receipt, it shall have no further right to indemnify contest the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense validity of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an “the "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given provided for under Paragraph 6.1 or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions 6.2 of this Agreement in respect of, arising out of, or involving a Claim (as hereinafter defined) or demand made by any person, firm, governmental authority or corporation against the Indemnified Party (a "Claim" or a "Third Party Claim"), such Indemnified Party shall notify the indemnifying party as soon as practicable following receipt of which such right written notice of indemnification is claimed or arisessaid Third Party Claim; provided PROVIDED, HOWEVER, that the failure to provide give or delay in giving such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failurefailure or delay. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying indemnifying party, as soon as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party that does not involve a relating to the Third Party Claim. In providing notice to the indemnifying party, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from acknowledges its receipt of the responsibility to provide said notice from the Indemnified Party as promptly as possible in order that the Indemnifying Party disputes such claim, the Indemnifying Party indemnifying party shall be deemed able to have accepted engage counsel and agreed with such claimto submit appropriate answers to any Third Party Claim within the time period required by law. (b) If a Third Party Claim is made against an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeParty, the indemnifying party shall assume the defense thereof with counsel selected by the indemnifying party and reasonably acceptable to the Indemnified Party. The Indemnified Party shall give may participate in the Indemnifying Party notice defense of such Third Party Claim; provided that PROVIDED, HOWEVER, the failure indemnifying party will not be liable to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against for legal expenses incurred by the Indemnified Party in connection with such defense subsequent to the assumption thereof by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any Losses that may result from period during which the indemnifying party has not assumed the defense thereof. All of the parties hereto shall cooperate in the defense or prosecution of any Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party's written request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, then the Indemnifying and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnified Party shall be entitled to assume and control the defense of not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the indemnifying party's prior written consent of the Indemnified Partyconsent.

Procedures Relating to Indemnification. (a) Any In order for a party seeking to be entitled to seek any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail (such party, the factual basis of the claim to the extent known by the Indemnified "Claiming Party, and containing a reference to the provisions of this Agreement ") in respect of which a claim or demand made against the Claiming Party by any Person who is not a party to this Agreement or an Affiliate thereof (a "Third-Party Claim"), such right Claiming Party must notify the party to this Agreement that is or may be required to provide indemnification hereunder (the "Defending Party") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third-Party Claim as promptly as reasonably practicable but in any event within fifteen (15) calendar days after receipt by such Claiming Party of notice of the Third-Party Claim; provided provided, however, that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Defending Party is materially shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Claiming Party shall keep the Defending Party reasonably apprised as to any recovery or indemnification sought the status of such Third-Party Claim and shall provide to the Defending Party, within fifteen (15) calendar days after the Claiming Party's receipt thereof, copies of all material notices and documents (including court papers) received by an Indemnified the Claiming Party from relating to the Indemnifying Party that does not involve a Third Third-Party Claim; provided, if however, that failure to delivery such copies on a timely basis shall not affect the Indemnifying Party does not notify indemnification provided hereunder except to the Indemnified Party within thirty (30) days from its receipt of extent the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Defending Party shall be deemed to have accepted and agreed with been actually prejudiced as a result of such claimfailure. (b) If an Indemnified a Third-Party shall receive notice of any claim or demand asserted by Claim is made against a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeClaiming Party, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Defending Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (subject to a reservation of rights) with counsel selected by the Defending Party and control reasonably satisfactory to the Claiming Party (the Parties acknowledging that K&L Gates LLP is acceptable); provided, that no Defending Party shall have the right to assume the defense of such Third a Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to unless (i) the Defending Party notifies the Indemnified Party in writing within fifteen (15) calendar days after the Claiming Party has given notice of the receipt of such notice from Third-Party Claim that the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment Defending Party will assume defense of the Indemnified Third-Party in its sole Claim and absolute discretion for will indemnify the same counsel to represent both the Indemnified Party and the Indemnifying Claiming Party, then in accordance with the Indemnified provisions of this Article 9, from and against the Losses the Claiming Party shall be entitled may suffer with respect to retain its own counsel in each jurisdiction for which the Indemnified Third-Party determines counsel is requiredClaim, at (ii) the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Third-Party Claim does not seek an injunction or other equitable relief as provided aboveits principal remedy, (iii) the Indemnified Third-Party shall cooperate with Claim does not involve a criminal matter and (iv) the Indemnifying Defending Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting conducts the defense against any such Third of the Third-Party Claim actively and diligently. Should a Defending Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Defending Party shall cooperate not be liable to the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the Indemnified defense thereof. The Defending Party shall be liable for the fees and expenses of counsel employed by the Claiming Party for any period during which the Defending Party has not assumed the defense thereof. If the Defending Party assumes such defense in accordance with this Section 9.06(b), (A) the Claiming Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Defending Party, it being understood, however, that the Defending Party shall control such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all (B) no compromise or settlement of such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may be settled effected by the Indemnifying Defending Party without the Claiming Party's consent (not to be unreasonably withheld, conditioned or delayed). The Defending Party and the Claiming Party shall provide, and shall cause their controlled Affiliates to provide, as applicable, the other and its counsel with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as to not unreasonably interfere in any material respect with their normal business operations, to their respective records and personnel and shall otherwise reasonably cooperate in the defense or settlement thereof. (c) If the Defending Party does not assume the defense of a Third-Party Claim in accordance with Section 9.06(b), or if the Defending Party does not actively and diligently conduct the defense of the Third-Party Claim, the Claiming Party may conduct the defense of the Third-Party Claim at the expense of the Defending Party (not to be unreasonably withheld, conditioned or delayed). The Claiming Party shall not effect any settlement or compromise any such Third-Party Claim without the prior written consent of the Indemnified PartyDefending Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedures Relating to Indemnification. In order for any Party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification from the other Party from whom indemnification is being sought (an the “Indemnifying Party”) notice of any matter which pursuant to Section 13.1 such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating must notify the Indemnifying Party in reasonable detail the factual basis writing of the third Person’s claim for which indemnification is sought (such claim, a “Third Party Claim”), within fifteen (15) Days after receipt by such Indemnified Party of such written notice of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to the extent known 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, and containing a reference Party relating to the provisions Third Party Claim. The Indemnifying Party will be entitled to participate in the defense of this Agreement in respect of which such right of indemnification is claimed or arisesa Third Party Claim made against an Indemnified Party and, if it so chooses and admits liability under the indemnity, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that with respect to any such assumption, such counsel is not reasonably objected to by the failure to provide such notice shall not release Indemnified Party and the Indemnifying Party from any notifies the Indemnified Party of its obligations under this Article VI except intention to the extent the Indemnifying Party is materially prejudiced by assume such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve defense within sixty (60) Days after receipt of notice of a Third Party Claim, if . Should the Indemnifying Party does not notify so elect to assume the Indemnified defense of a Third Party within thirty (30) days from its receipt of the notice from the Indemnified Party that Claim and for so long as the Indemnifying Party disputes diligently pursues the defense of such claim, the Indemnifying Party shall not be deemed liable to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give for any legal expenses subsequently incurred by the Indemnifying Indemnified Party notice of such Third Party Claim; provided that in connection with the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failuredefense thereof. If the Indemnifying Party acknowledges in writing its obligation elects to indemnify assume the defense of a Third Party Claim, the Indemnified Party hereunder against (x) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (y) will not admit liability with respect to, or settle, compromise or discharge, any Losses Third Party Claim, without the Indemnifying Party’s prior written consent and (z) will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may result from recommend, that by its terms obligates the Indemnifying Party to pay the full settlement amount of the liability in connection with such Third Party Claim, then that releases the Indemnified Party completely in connection with such Third Party Claim, and that does not obligate the Indemnified Party to take or forbear to take any action, unless such action does not materially affect the Indemnified Party. In the event the Indemnifying Party shall assume the defense of any Third Party Claim, as provided above, the Indemnifying Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not so assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party may defend and settle the same in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto manner as is reasonably required by the Indemnified Party. No such Third Party Claim it may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partydeem appropriate.

Procedures Relating to Indemnification. (a) Any A party seeking indemnification under Section 6.01 pursuant to this Article 8 (an “"Indemnified Party”") shall promptly give prompt written notice to the Party party from whom such indemnification is being sought (an “the "Indemnifying Party”") notice of the assertion of any matter claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding of which such Indemnified Party it has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, knowledge and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release indemnity may be sought hereunder (a "Third Party Claim"), and will give the Indemnifying Party from such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any of its obligations under this Article VI except liability hereunder only to the extent that the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, 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 that does not involve a relating to such Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days from its after receipt of the notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder, to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages using counsel reasonably satisfactory to the Indemnified Party; provided, that (A) the Indemnifying Party disputes expressly agrees in such claimnotice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have accepted and agreed satisfied the condition set forth in clause (C) of the preceding sentence if it is a regulated utility. Should the Indemnifying Party elect to assume the defense of a Third Party Claim pursuant to this Section 8.6, the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, Neither the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then nor the Indemnifying Party shall be entitled to assume and control the defense of such admit any liability with respect to, or settle, compromise or discharge any Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. (c) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third Party Claim which the other party is defending as provided in this Agreement. (d) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon 30 days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim. (e) In the event of any indemnification claim under this Article 8 involving a Third Party Claim, the Indemnified Party shall cooperate fully (and shall cause its Affiliates to cooperate fully) with the Indemnifying Party in the defense of any such claim under this Article 8. Without limiting the generality of the foregoing, the Indemnified Party shall furnish the Indemnifying Party with such documentary or other evidence as is then in its or any of its Affiliates' possession as may reasonably be requested by the Indemnifying Party for the purpose of defending against any such claim. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, 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, trials and appeals, as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information which 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, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (f) The parties acknowledge that Buyer (and the other Persons for which they can claim indemnity hereunder) shall be entitled to indemnification for Damages in respect of intentional and willful breaches of covenants or agreements in this Agreement irrespective of the Threshold Amount or the Ceiling (it being understood that the failure to cure a breach shall not, by itself, be an intentional and willful breach). Notwithstanding anything to the contrary in this Article 8, Buyer (or the other Persons for which they can claim indemnification) shall be entitled to indemnification for Damages in respect of a breach of Section 3.2 and 3.6 irrespective of the Threshold Amount or the Ceiling. (g) Each of the parties hereto agrees that its sole and exclusive remedy after the Closing with respect to any and all claims relating to this Agreement, the Company, the events giving rise to this Agreement and the transactions provided for herein or contemplated hereby, shall be pursuant to the indemnification provisions contained in this Article 8. Without limiting the generality or effect of the foregoing, as a material inducement to the other parties hereto entering into this Agreement, Buyer hereby waives, from and after the Closing, any claim or cause of action, known and unknown, foreseen and unforeseen, which it or any of its Affiliates (including after the Closing, the Company) may have against the other parties hereto, including without limitation under the common law or federal or state securities laws, trade regulation laws or other laws (including CERCLA and any other Environmental Laws), by reason of this Agreement, the events giving rise to this Agreement and the transactions provided for herein or contemplated hereby or thereby, except for claims or causes of action brought under and subject to the terms and conditions of the indemnification provisions contained in this Article 8. (h) Indemnification for any claim under this Article 8 shall not be available to any Indemnified Party unless such Indemnified Party, if requested to do so by the Indemnifying Party, first seeks recovery from any Collateral Source for such claim before making any claim for indemnification by the Indemnifying Party; provided that the Indemnifying Party shall pay the costs and expenses incurred by the Indemnified Party in seeking such recovery from such Collateral Source. Any Indemnifying Party may, in its sole discretion, require any Indemnified Party to grant an assignment of the right of such Indemnified Party to assert a claim against any Collateral Source if the Indemnifying Party has first fully satisfied the claim by the Indemnified Party. In the event of such assignment, the Indemnifying Party will pursue such claim at its own expense. (i) No right to indemnification under this Article 8 shall be limited by reason of any investigation or audit, conducted before or after the Closing, of any party hereto including, without limitation, the knowledge of such party of any breach of any representation, warranty, agreement or covenant by the other party at any time, or the decision by such party to complete the Closing provided that such party has informed the breaching party of its desire to preserve its rights in respect of such breach despite the Closing and the Indemnifying Party has waived in writing Section 8.4(a) hereof. (j) No party shall have any liability to another party under this Article 8 for Damages (and no cost or expense relating to such Damages shall be included in determining the extent of Damages incurred by such party for purposes of Section 8.3) to the extent that: (A) the Indemnified Party recovers insurance proceeds covering the Damages or otherwise recovers payments in respect of such Damages from any other source (whether in a lump sum or stream of payments); or (B) the Indemnified Party's Tax liability is actually reduced as a result of a tax benefit to which the Indemnified Party becomes entitled in respect of the Damages. (k) Buyer agrees to use its commercially reasonable efforts to give timely and effective written notice to the appropriate insurance carrier(s) of any occurrence or circumstances which, in the judgment of Buyer consistent with its customary risk management practices, appear likely to give rise to a claim against Buyer that is likely to involve one or more insurance policies of Buyer. Any such notice shall be given in good faith by Buyer without regard to the possibility of indemnification payments by the Sellers under this Article 8, and shall be processed by Buyer in good faith and in a manner consistent with its risk management practices involving claims for which no third party contractual indemnification is available. (l) If at any time subsequent to the receipt by an Indemnified Party of an indemnity payment hereunder, such Indemnified Party (or any Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the Damages for which it received such indemnity payment (including insurance proceeds and other payments pursuant to Section 8.6(h)(A) and a tax benefit pursuant to Section 8.6(h)(B)) (the "Recovery"), such Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to the amount of such Recovery, less any expense incurred by such Indemnified Party (or its Affiliates) in connection with such Recovery, but in no event shall any such payment exceed the amount of such indemnity payment.

Procedures Relating to Indemnification. In order for a Person (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this IP License Agreement in respect of, arising out of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from involving a claim or demand made by any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify Person against the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI), within thirty (30) days such Indemnified Party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such noticefailure. Thereafter, the Indemnified Party shall give deliver to the Indemnifying indemnifying party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court filings and related papers) received by the Indemnified Party notice of such relating to the Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnified Party hereunder therefore, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the Indemnified Party and to settle such suit, action, claim or proceeding in its discretion with a full release of the Indemnified Party and no admission of criminal liability. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the indemnifying party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in Section 11. Should the indemnifying party so elect to assume the defense of a Third Party Claim, 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 unless the indemnifying party has substantially and materially failed to defend, contest or otherwise protest in a timely manner against Third Party Claims. If the indemnifying party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any Losses period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that may result from are reasonably relevant to such Third Party Claim, then and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party indemnifying party shall be entitled to assume and control have assumed the defense of such a Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveClaim, the Indemnified Party shall cooperate not admit any liability with the Indemnifying Party in such defense and make available to the Indemnifying Partyrespect to, at the Indemnifying Party’s expenseor settle, all witnessescompromise or discharge, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the indemnifying party’s prior written consent, which consent of the Indemnified Partyshall not be unreasonably withheld, unreasonably delayed or unreasonably conditioned.

Procedures Relating to Indemnification. (ai) Any party seeking indemnification under Section 6.01 In order for a Person (an the “Indemnified Party”) shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from involving a claim or demand made by any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify Person against the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI), within thirty (30) days such Indemnified Party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such noticefailure. Thereafter, the Indemnified Party shall give deliver to the Indemnifying indemnifying party, within five (5) business days after the Indemnified Party’s receipt thereof, with copies of all notices and documents (including court papers) received by the Indemnified Party notice relating to the Third Party Claim; provided, however, that failure to deliver such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. (ii) If a Third Party Claim is made against an Indemnified Party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of a Third Party Claim: A. It shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the indemnifying party to a final conclusion or will be settled at the discretion of the indemnifying party (with any such settlement consented to by the Indemnified Party); and B. 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. If the indemnifying party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. If the indemnifying party chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim; provided that . Such cooperation shall include the failure to provide such notice shall not release retention and (upon the Indemnifying Party from any of its obligations under this Article VI except indemnifying party’s request) the provision to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation indemnifying party of records and information which are reasonably relevant to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled and making employees available on a mutually convenient basis to assume provide additional information and control the defense explanation of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; any material provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyhereunder.

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 8(b) or Section 8(c), (an “Indemnified Party”) shall promptly give prompt notice to the Party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”) and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided provided, however, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, 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 that does not involve a relating to the Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within thirty (30) days from its of receipt of the notice from the Indemnified Party that of the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice commencement of or assertion of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense Claim, using counsel selected by the Indemnifying Party and through counsel of its choice if it gives notice of its intention to do so reasonably acceptable to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that Should the Indemnifying Party exercises the right so elect to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense against any such of a Third Party Claim, the Indemnifying Party shall cooperate with will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Regardless of whether the Indemnifying Party elects to assume the defense of any such defense and make available to Third Party Claim, (a) the Indemnified PartyParty shall not admit any liability with respect to, at the Indemnifying Party’s expenseor settle, all such witnessescompromise or discharge, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may without the Indemnifying Party's prior written consent, which shall not be settled by unreasonably withheld, delayed or conditioned and (b) the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned, unless such settlement or judgment involves only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, 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, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information which 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, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.

Procedures Relating to Indemnification. (a) Any party Party seeking indemnification under Section 6.01 this Article 12 (an “"Indemnified Party”") shall for itself or for any Buyer Indemnitee or Seller Indemnitee, shall, promptly after its awareness of the cause of that indemnification, give the Party or Parties from whom indemnification is being sought (an “"Indemnifying Party”") a written notice (a "Claim Notice") of any event or matter which such Indemnified Party has determined has given to or would reasonably be expected to give rise to a right of indemnification under this Agreement Article 12, stating in reasonable detail the factual basis of the claim detail, to the extent known by available, the Indemnified Partynature of the claim, the facts and circumstances with respect to the subject matter of such claim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that for the avoidance of doubt, the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI 12 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if . (b) If the Indemnifying Party does not notify the Indemnified Party not, within thirty (30) days from its receipt of the notice from Claim Notice, deliver a Dispute Notice to the Indemnified Party that the Indemnifying Party disputes in accordance with Article 14.3(a) disputing such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) . If an Indemnified the Indemnifying Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VIhas, within thirty (30) days from its receipt of the receipt of such noticeClaim Notice, delivered a Dispute Notice to the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this in accordance with Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim14.3(a), then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall proceed in accordance with Article 14.3. (c) Buyer shall discuss with Founder plans to resolve any third party claim against the Company which would result in claims under Article 12.1(a). All such claims against the Company shall be entitled resolved by the Company. When resolving such claims, the Company shall make reasonable efforts to retain mitigate its own counsel Losses in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expenseaccordance with its obligations under applicable Laws. In the event that the Indemnifying Party exercises Founder procures a valid settlement offer to the right Company from the third party claimant which complies with all applicable Laws (a "Proposed Settlement") but such offer is rejected by the Board of Directors of the Company, then to undertake the extent the final settlement amount and/or damages payable by the Company to such third party claimant exceeds the Proposed Settlement ("Excess Damages"), no Buyer Indemnitee shall be entitled to seek indemnification under this Article 12 with respect to the Excess Damages. (d) The Parties acknowledge and agree that, if any such defense against of the Seller and Seller Shareholders has fulfilled its indemnification obligations under this Article 12 with respect to any such Third Party Claim as provided abovethird party claims, the Indemnified then no Party shall cooperate with prevent the Indemnifying Party in such defense and make available to relevant Seller and/or Seller Shareholder from seeking redress that it may have against the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyrelevant third party.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined that has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement Agreement, stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 10.3. (bii) If an Indemnified Party shall receive notice of any claim Legal Proceeding, audit, demand or demand asserted by a third party assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VISection 9.2, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen five (155) days of the receipt of such notice from the Indemnified Party; provided that provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 In order for a Purchaser Indemnified Party or a Seller Indemnified Party (an in each case, as applicable, the “Indemnified Party”) shall promptly give to be entitled to any indemnification pursuant to this Article X in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the Person from whom which such Indemnified Party is claiming indemnification is being sought (an the “Indemnifying Party”) notice in writing of (and in reasonable detail regarding) the Third Party Claim promptly, and in any matter which event within 10 Business Days, after receipt by such Indemnified Party has determined has given or would reasonably be expected of notice of the Third Party Claim; provided, however, that failure to give rise to a right of such notification shall not affect the indemnification provided under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party promptly, and in any event within 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 the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume and control the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, 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, except as provided below. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ at its own expense 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 terms of this Section 10.05(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. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the Parties hereto shall cooperate and shall cause their Affiliates to cooperate in the defense or prosecution (or settlement) 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 (subject to the Indemnifying Party’s agreement to appropriate confidentiality undertakings), 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. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld) unless the Indemnified Party irrevocably waives its right to indemnification under this Article X with respect to such Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms (or pursuant to a binding commitment of the Indemnifying Party) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim; provided, however, that such settlement, compromise or discharge (i) requires only payment of monetary damages by the Indemnified Party and (ii) provides for an unconditional release of the Indemnified Party in respect of such Third Party Claim. 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: (x) the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages; (y) the Indemnifying Party is also a party to such Third Party Claim, and in the opinion of the Indemnified Party’s outside counsel, a conflict exists between the Indemnifying Party and the Indemnified Party (or there are defenses available to the Indemnified Party that are unavailable to the Indemnifying Party); or (z) the Indemnified Party is the only Person with actual or potential liability with respect to the Third Party Claim and the Indemnified Party irrevocably waives its right to indemnification under this Article X with respect to such Third Party Claim. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event any Indemnified Party should have an indemnification claim against any Indemnifying Party under this Article X that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Claim being asserted against or sought to be collected from such Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeParty, the Indemnified Party shall give deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to so notify the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release relieve the Indemnifying Party from any of its obligations under this Article VI liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party is materially has been actually prejudiced by such failure. If the Indemnifying Party acknowledges in writing disputes its obligation liability with respect to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimclaim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved within 60 days through negotiations, such dispute shall be entitled resolved by litigation in an appropriate court of competent jurisdiction. The determination of such court shall be subject to retain its own counsel the exclusive jurisdiction and other provisions set forth in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party Article II of Annex 1 hereto. (d) Seller and Purchaser shall cooperate with each other with respect to resolving any claim or liability with respect to which any Party is obligated to indemnify the Indemnifying other Party in such defense and make available hereunder or an Affiliate thereof, including by making commercially reasonable efforts to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession mitigate or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against resolve any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession claim or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyliability.

Procedures Relating to Indemnification. (a) Any In order for any indemnified party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give specified in Section 6.02 to make a claim for any indemnification as provided for under Section 6.02 in respect of, arising out of or involving a claim or demand made by any person against the Indemnified Party from whom indemnification is being sought (an a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third-Party Claim within twenty Business Days after receipt by such Indemnified Party has determined has given or would reasonably be expected of written notice of the Third-Party Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party that does not involve shall have been prejudiced as a Third result of such failure. (b) If a Third-Party Claim, if the Indemnifying Party does not notify the Claim is made against an Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimParty, the Indemnifying Party shall be deemed entitled to have accepted participate in the defense thereof and, if it so chooses and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimtherefor, then to assume the defense thereof with counsel selected by the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or such counsel is reasonably likely not objected to exist a conflict of interest that would make it inappropriate in the judgment of by the Indemnified Party in its sole and absolute discretion for reasonable discretion. Should the same counsel Indemnifying Party so elect to represent both assume the defense of a Third-Party Claim, 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 (except in the case of a conflict of interest, as described below). If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, then it being understood that the Indemnified Indemnifying Party shall be entitled to retain its own counsel control such defense (except that if, in each jurisdiction for which the Indemnified Party determines counsel is required, at reasonable judgment of the Indemnifying Party’s expense. In the event that counsel, a conflict of interest exists between the Indemnifying Party exercises and the right to undertake any such defense against any such Third Party Claim as provided aboveIndemnified Party, the Indemnified Party may employ its own counsel, separate from the counsel employed by the Indemnifying Party, and may control its defense to the extent deemed necessary by the Indemnified Party). The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party is not assuming the defense thereof or during a conflict of interest (as described above). (c) If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party in such the defense or prosecution thereof. In any event, the Indemnified Party and make available to its counsel shall cooperate with the Indemnifying Party and its counsel and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party; provided, at however, that the Indemnifying Party’s expense, all witnesses, pertinent records, materials foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder. All reasonable out-of-pocket costs and information expenses incurred in the connection with an Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required cooperation shall be borne by the Indemnifying Party. SimilarlySuch cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are relevant to such Third-Party Claim, in and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the event Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party isshall not admit any liability with respect to, directly or indirectlysettle, conducting compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. If the Indemnifying Party shall have assumed the defense against of a Third-Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third-Party Claim which the Indemnifying Party may recommend and which by its terms releases the Indemnifying Party completely in connection with such Third-Party Claim and which would not impose on the Indemnified Party and obligation to pay any amount or otherwise adversely affect the Indemnified Party or require any relief other than monetary damages (provided, however, that the Indemnified Party shall not be required to consent to any settlement, compromise or discharge which would require payments by the Indemnified Party in connection with such Third Party Claim). (d) Notwithstanding the foregoing, the Indemnifying Party shall cooperate with not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such defense and make available to Third-Party Claim) if the Indemnified PartyThird-Party Claim seeks an order, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession injunction or under the Indemnifying Party’s control relating thereto as is reasonably required by other equitable relief or relief for other than money damages against the Indemnified Party. No such Third The indemnification required by Section 6.02 shall be made only after final judgment which can not be further appealed. All claims under Section 6.02 other than Third-Party Claim may Claims shall be settled governed by the Indemnifying Party Section 6.04. (e) The indemnification provisions of this Article VI (i) shall apply without the prior written consent regard to, and shall not be subject to, any limitation by reason of the Indemnified Partyset-off, limitation or otherwise and (ii) are intended to be comprehensive and not to be limited by any requirements of law concerning prominence of language or waiver of any legal right under any law (including, without limitation, rights under any workers compensation statute or similar statute conferring immunity from suit).

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (If a claim or demand is made against an “Indemnified Party”, or an Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) shall promptly give the as to which an Indemnifying Party from whom may be obligated to provide indemnification is being sought pursuant to this Agreement (an “Indemnifying Party”) notice of any matter which a "Third Party Claim"), such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release will notify the Indemnifying Party from any in writing, and in reasonable detail, of its obligations under this Article VI the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Indemnified Party will deliver to any recovery the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or indemnification sought transmitted by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party from Party, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if in the Indemnified Party's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnified Party will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnified Party copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnified Party fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnified Party on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the Parties will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnified Party's prior written consent (which consent will not be unreasonably withheld); provided, however, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnified Party and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other non-monetary relief affecting the Indemnified Party or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Damages which does not involve a Third Party Claim, if Claim will be asserted by reasonably prompt written notice given by the Indemnified Party to the Indemnifying Party does not notify the from whom such indemnification is sought. The failure by any Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that to so notify the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall will not release relieve the Indemnifying Party from any of its obligations liability which it may have to such Indemnified Party under this Article VI Agreement, except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by such failure. If . (e) In the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the any Indemnified Party hereunder against in connection with any Losses that may result from such Third Party Claim, then the such Indemnifying Party will be subrogated to and shall be entitled stand in the place of such Indemnified Party as to assume and control the defense any events or circumstances in respect of which such Indemnified Party may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim as provided above, the or against any other Person. Such Indemnified Party shall will cooperate with the such Indemnifying Party in a reasonable manner, and at the cost and expense of such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession prosecuting any subrogated right or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI VII in respect of, arising out of or involving a claim or demand made by any Person, firm, Governmental Entity or corporation (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable after receipt by such indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party copies of all notices and documents (including court papers) received by an Indemnified the indemnified party relating to the Third-Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimClaim as promptly as practicable after receipt. (b) If a Third-Party Claim is made against an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeindemnified party, the Indemnified Party shall give indemnifying party will be entitled to participate in the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party defense thereof and, if it so chooses and acknowledges in writing without reservation its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third indemnified party therefore, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the indemnifying party so elect to assume the defense of a Third-Party Claim, then the Indemnifying indemnifying party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the Third-Party Claim involves potential conflicts of interest or substantially different defenses for the indemnified party and the indemnifying party. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend any Third-Party Claim, all the parties hereto shall 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 the use of reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). The indemnifying party may pay, settle or compromise a Third-Party Claim with the written consent of the indemnified party, so long as such settlement includes (A) an unconditional release of the indemnified party from all liability in respect of such Third-Party Claim, (B) does not subject the indemnified party to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any indemnified party. (c) Notwithstanding any contrary provisions contained in Section 7.4(b), with respect to any Third-Party Claim for which indemnification is available under Section 7.2(a)(v), each of Purchaser and Seller shall be entitled to assume and control participate jointly in controlling the defense of such Third Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party Claim, and the Indemnifying Party, then the Purchaser Indemnified Party Parties shall not be entitled to retain its own counsel admit any liability with respect to, or settle, compromise or discharge, any such Third-Party Claim if and to the extent that Seller may be required to bear any of the liability, cost or expense associated with such Third-Party Claim. In addition, notwithstanding the preceding provisions of this Section 7.4, if a Third-Party Claim is made in each jurisdiction for respect of which the a Purchaser Indemnified Party determines counsel is requiredwould be entitled to recover from Seller under Section 7.2 by reason of a failure of a representation or warranty in Section 3.8 to be true or correct, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any then such defense against any such Third Third-Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party be governed by procedures corresponding to those in such defense Section 5.7(f) and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required not by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent preceding sentences of the Indemnified Partythis Section 7.4.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 7.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 7.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 8.3. (bii) If an Indemnified Party shall receive notice of any claim Legal Proceeding, audit, demand or demand asserted by a third party assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VISection 7.2, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 7.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) Any party Person seeking indemnification under Section 6.01 5.02 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) written notice (the “Indemnity Notice”) of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice the Indemnity Notice shall not release the Indemnifying Party from any of its obligations under this Article VI 5 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice Indemnity Notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 6.12. (b) If an Indemnified Party shall receive written notice (the “Claim Notice”) of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI5, within thirty (30) days of the receipt of such noticethe Claim Notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI 5 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 If any Indemnified Person receives written notice of the commencement of any Action or Proceeding or the assertion of any claim or demand made by any third Person against such Indemnified Person (an a “Indemnified PartyThird-Party Claim”) and such Indemnified Person intends to seek indemnity pursuant to this Article 6, then such Indemnified Person shall provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly give the Party from whom indemnification is being sought and in any event within twenty (an “Indemnifying Party”20) Business Days after receipt by such Indemnified Person of written notice of any matter which such Indemnified the Third-Party has determined has given or would reasonably be expected Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially Person shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified any Third-Party shall receive notice of any Claim involves a claim or demand asserted by a third party (eachagainst an Indemnified Person, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VIthe Indemnifying Person may, within thirty ten (3010) calendar days of the after receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Third-Party Claim; provided that Claim and upon notice to the failure to provide such notice shall not release Indemnified Person, assume, with counsel selected by the Indemnifying Party from any of its obligations under this Article VI except Person and reasonably satisfactory to the extent Indemnified Person, at the sole cost and expense of the Indemnifying Person, the settlement or defense thereof; provided, however, that the Indemnifying Party is materially prejudiced by Person may not assume such failure. If settlement or defense (i) unless the Indemnifying Party Person acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against Person for any Losses that may result resulting from such Third Third-Party Claim, (ii) if the outcome of any judgment or settlement in the matter could materially adversely affect the business of the Purchaser Indemnified Persons, or the Companies, (iii) if the Third-Party Claim was brought by a Government Entity or involves a “qui tam” claim, or (iv) if the Third-Party Claim involves claims for specific performance or other equitable relief as its primary source of relief, and provided, further, that the Indemnified Person may participate at the cost and expense of the Indemnified Person in such settlement or defense through counsel chosen by it. Notwithstanding the foregoing, if the Third-Party Claim with respect to a breach of the representations and warranties contained in Section 4.9 or the covenants contained in Section 5.4 relates to any Tax period ending after the Closing Date, then the no Indemnifying Party Person other than Purchaser shall be entitled to assume and control the defense of such Third Third-Party Claim; provided, however, that if the Indemnifying Person is precluded by this sentence from assuming and controlling the defense of a Third-Party Claim, the Indemnifying Person may participate in the defense and settlements of such claim through counsel chosen by it at its sole cost and expense. Notwithstanding the foregoing, (i) the Indemnified Person may, at the sole cost and expense of the Indemnified Person, at any time prior to the Indemnified Person’s delivery of the Third-Party Claim pursuant to Section 6.5(a), file any motion, answer or other pleadings or take any other action that the Indemnified Person reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Person may take over the control of the defense or settlement of a Third-Party Claim at any time if it irrevocably waives its expense right to indemnity under this Article 6 with respect to such claim and through counsel (iii) unless and until the Indemnifying Person acknowledges its obligation to indemnify the Indemnified Person for all Losses resulting from such Third-Party Claim, the Indemnifying Person may not, without the consent of the Indemnified Person, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to any Third-Party Claim, such consent not to be unreasonably withheld, conditioned, or delayed. So long as the Indemnifying Person is contesting any such claim in good faith, the Indemnified Person shall not pay or settle any such claim without the Indemnifying Person’s consent, such consent not to be unreasonably withheld, conditioned, or delayed. (c) If the Indemnifying Person validly elects to assume and control the defense of a Third-Party Claim, then: (i) the Indemnifying Person will not be liable for any settlement of such Third-Party Claim effected without its consent, which consent will not unreasonably be withheld, conditioned, or delayed, (ii) the Indemnifying Person may settle such Third-Party Claim without the consent of the Indemnified Person if (A) all monetary damages payable in respect of the Third-Party Claim are paid by the Indemnifying Person, (B) the Indemnified Person receives a full, complete, and unconditional release in respect of the Third-Party Claim without any admission or finding of obligation, Liability, fault, or guilt (criminal or otherwise) with respect to the Third-Party Claim, and (C) no injunctive, extraordinary, equitable, or other relief of any kind is imposed on the Indemnified Person or any of its choice Affiliates, (iii) the Indemnifying Person may otherwise settle such Third-Party Claim only with the consent of the Indemnified Person, which consent will not unreasonably be withheld, conditioned, or delayed, and (iv) the Indemnified Person may employ separate counsel and participate in the defense thereof, but the Indemnified Person will be responsible for the fees and expenses of such counsel, provided, however that if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided reasonably concludes that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel has conflicting interests or different defenses available to represent both the Indemnified Party and it than the Indemnifying PartyParty with respect to such Third-Party Claim, then the Indemnified Party may employ separate counsel and participate in the defense thereof and the fees and expenses of such counsel shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at obligation of the Indemnifying Party’s expense. In the event that . (d) If the Indemnifying Person does not validly elect to assume and control the defense of a Third-Party exercises Claim or is otherwise precluded from assuming and controlling the defense hereunder, then the Indemnified Person shall assume the exclusive right to undertake any defend, compromise, or settle such Third-Party Claim. Any defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available costs required to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required be paid by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available Person to the Indemnified PartyPerson shall be paid as incurred, at promptly against delivery of invoices therefor. (e) Each Indemnified Person shall use commercially reasonable efforts, and shall cause its Affiliates and Agents to use commercially reasonable efforts, to provide the Indemnifying Party’s expensePerson with such assistance (without charge) as may reasonably be requested by the Indemnifying Person in connection with any indemnification or defense provided for in this Agreement, all including, without limitation, providing the Indemnifying Person with such witnessesinformation, documents, records, materials and information in reasonable access to the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No services of and consultations with such Third Party Claim may be settled by the Indemnifying Party without the prior written consent personnel of the Indemnified PartyPerson or its Affiliates as the Indemnifying Person deems necessary (provided that such access must not unreasonably interfere with the performance of the duties performed by or responsibilities of such personnel).

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim, the amount of the Losses if known or reasonably ascertainable at the time such claim to is made, or if not then reasonably ascertainable, the extent known maximum amount of such claim reasonably estimated by the Indemnified Party, Party and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with disputed such claim. If the Indemnifying Party has disputed (or been deemed to have disputed) a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, or upon expiry of the thirty (30) days’ period from the Indemnifying Party’s receipt of the notice from the Indemnified Party, such dispute shall be resolved by arbitration pursuant to Section 10.3. (bii) If an Indemnified Party shall receive notice of any claim Legal Proceeding, audit, demand or demand asserted by a third party assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VISection 9.2, within thirty twenty (3020) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen thirty (1530) days of the receipt of such notice from the Indemnified PartyParty (or within thirty (30) days following the Closing with respect to any Third Party Claim that exits at the Closing which have been disclosed in Section 3.10 of the Disclosure Schedule); provided that provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredcounsel, at the expense of the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the terms of such settlement or compromise (i) call only for a payment to the Indemnified Party (or of the Third Party Claim directly), the full amount of which is indemnified hereunder, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party, and (iii) contains an unconditional release of the Indemnified Party in respect of such claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld, delayed or conditioned).

Procedures Relating to Indemnification. (a) Any A party seeking indemnification under Section 6.01 pursuant to this Article VIII (an “Indemnified Party”) shall promptly give prompt written notice to the Party party from whom such indemnification is being sought (an the “Indemnifying Party”) notice of the assertion of any matter claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding of which such Indemnified Party it has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, knowledge and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification indemnity may be sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty hereunder (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it ), and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; provided, however, that no delay or which may give rise failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall limit any liability or obligation for indemnification pursuant to a claim for Loss under this Article VI, within thirty (30) days VIII except to the extent of the receipt any damage or liability caused by or arising out of such noticedelay or failure. Thereafter, the Indemnified Party shall give deliver to the Indemnifying Party, 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 notice of relating to such Third Party Claim; provided that the failure to provide such notice shall not release the . The Indemnifying Party from any of its obligations under this Article VI except shall have the right, exercisable by written notice to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against after receipt of notice from the Indemnified Party of the commencement of or assertion of any Losses that claim or action, suit or proceeding by a third party in respect of which indemnity may result from such Third Party Claimbe sought hereunder, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense which involves (and through continues to involve) solely monetary damages using counsel of its choice if it gives notice of its intention reasonably satisfactory to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief, and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of result. (b) Neither the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, nor the Indemnifying Party shall cooperate admit any liability with the Indemnified Party in such defense and make available to the Indemnified Partyrespect to, at the Indemnifying Party’s expenseor settle, all such witnesses, records, materials and information in the Indemnifying Party’s possession compromise or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such discharge any Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. (c) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control) the defense of any Third Party Claim which the other party is defending as provided in this Agreement. (d) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon thirty (30) days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any other Person against the Indemnified Party from whom indemnification is being sought (an a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third-Party Claim as promptly as reasonably possible after receipt, but in no event later than 10 Business Days after receipt, by such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis notice of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesThird-Party Claim; provided that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimThereafter, if the Indemnifying Party does not notify the Indemnified Party shall deliver to the Indemnifying Party, within thirty five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (30including court papers) days from its receipt of the notice from received by the Indemnified Party that relating to the Indemnifying Third-Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimClaim. (b) If a Third-Party Claim is made against an Indemnified Party shall receive notice of any claim or demand asserted by a third party (eachParty, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party and control reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, each Stockholder Representative (on behalf of the Indemnifying Company Stockholders) shall continue to be entitled to assert any limitation on any claims contained in Section 9.02 and Section 9.03. Should an Indemnifying Party so elect to assume the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Third-Party Claim, the Indemnifying Party shall cooperate with not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and make available to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. If the Stockholder Representatives (on behalf of the Indemnifying Company Stockholders) are the Indemnifying Parties, the reasonable and documented expenses of the Stockholder Representatives incurred in defending a Third-Party Claim (or any participation in a Third-Party Claim that could result in Damages to the Indemnified PartyStockholder Representatives) shall be reimbursed, at when and as incurred. If the Indemnifying Party chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s expense, all such witnesses, records, materials and information in request) the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by provision to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party shall have assumed the defense of a Third-Party Claim, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party shall have elected not to assume the defense of or fails to confirm its obligation to indemnify for a Third-Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld or delayed). (c) This Section 9.07 shall not apply to claims for Damages asserted directly by an Indemnified Party against an Indemnifying Party where no Third-Party Claim has been made.

Procedures Relating to Indemnification. (ai) Any In order for a party seeking (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which a claim or demand made by any Person against the Indemnified Party (a "THIRD PARTY CLAIM"), such right Indemnified Party must notify the indemnifying party (the "INDEMNIFYING PARTY") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided that the PROVIDED THAT failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeThereafter, the Indemnified Party shall give deliver to the Indemnifying Party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party notice of such relating to the Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. . (ii) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such a Third Party ClaimClaim is made against an Indemnified Party, then the Indemnifying Party shall be entitled to assume and control participate in the defense of such Third Party Claim at its expense thereof and through to assume the defense thereof with counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required selected by the Indemnifying Party. Similarly, in the event the Indemnified Should an Indemnifying Party is, directly or indirectly, conducting so elect to assume the defense against any such of a Third Party Claim, the Indemnifying Party shall cooperate with not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense and make available to defense, the Indemnified PartyParty shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party’s expense, it being understood, however, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such witnesses, records, materials Third Party Claim. Such cooperation shall include the retention and information in (upon the Indemnifying Party’s possession or under 's request) the provision to the Indemnifying Party’s control relating thereto as is Party of records and information which are reasonably required by the Indemnified Party. No relevant to such Third Party Claim may be settled by Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, neither Purchaser nor any of its Affiliates shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim for which any sums are recoverable hereunder without the prior written consent of the Indemnified PartySellers.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of In order -------------------------------------- for any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of be entitled to any indemnification provided for under this Agreement in respect of, arising out of which such right of indemnification is claimed or arises; provided that resulting from a claim made by any Person against the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve (a "Third Party Claim"), such ----------------- Indemnified Party must notify Global in writing (and in reasonable detail) of the Third Party Claim promptly (but in no event more than 30 days) following receipt by such Indemnified Party of notice of the Third Party Claim. The failure to so notify shall not relieve Global of any liability they may have to such Indemnified Party if the Indemnifying Party such failure does not notify materially prejudice Global. Thereafter, the Indemnified Party within thirty shall deliver to Global, promptly following the Indemnified Party's receipt thereof, copies of all notices and documents (30including court papers) days from its receipt of the notice from received by the Indemnified Party that relating to the Indemnifying Third Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimClaim. (b) If a Third Party Claim is made against an Indemnified Party Party, Global shall receive notice be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof at Global's expense with counsel selected by Global; provided, however, that such counsel is not reasonably objected to by -------- ------- the Indemnified Party. Should Global so elect to assume the defense of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise , Global shall not be liable to a claim the Indemnified Party for Loss under this Article VI, within thirty (30) days of any legal expenses subsequently incurred by the receipt of Indemnified Party in connection with the defense thereof. If Global assumes such noticedefense, the Indemnified Party shall give have the Indemnifying Party notice of such Third Party Claim; provided that the failure right to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges participate in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim thereof and to employ counsel (not reasonably objected to by Global), at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice own expense, separate from the Indemnified Party; provided counsel employed by Global (it being understood that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Global shall control such defense). The Indemnified Party shall be entitled to retain its own reimbursement for all costs, fees and expenses (including the fees and expenses of counsel employed by the Indemnified Party) for any period during which Global has not assumed the defense thereof (other than during any period in each jurisdiction for which the Indemnified Party determines counsel is required, at shall have failed to give notice of the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above). If Global chooses to defend or prosecute a Third Party Claim, all the Indemnified Party Parties shall cooperate with fully in the Indemnifying Party in such defense or prosecution thereof. Such cooperation shall include the retention and make available (upon Global's request) the provision to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials Global of records and information in the Indemnified Party’s possession that are reasonably requested by Global or under the Indemnified Party’s control relating thereto as is that are reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any relevant to such Third Party Claim, and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder. Whether or not Global assumes the Indemnifying defense of a Third Party shall cooperate with Claim, (x) the Indemnified Party in such defense and make available to the Indemnified Partyshall not admit any liability with respect to, at the Indemnifying Party’s expenseor settle, all such witnesses, records, materials and information in the Indemnifying Party’s possession compromise or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No discharge such Third Party Claim may be settled by the Indemnifying Party without the Global's prior written consent (which consent shall not be unreasonably withheld) and (y) Global shall not, without the Indemnified Party's prior written consent, admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim on a basis that would result in the imposition of a judgment that would restrict the future activity or conduct of the Indemnified PartyParty or any subsidiary or affiliate thereof.

Procedures Relating to Indemnification. (ai) Any party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party party from whom indemnification is being sought (an “Indemnifying Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party Claim Notice that the Indemnifying Party disputes such claimclaim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim.. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the Dispute Notice, such dispute shall be resolved by pursuant to Section 10.3 (bii) If The obligations and liabilities of an Indemnifying Party under this Section 9.2 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 9.2 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party ClaimClaim within thirty (30) days of the receipt by the Indemnified Party of such notice and a copy of the papers served with respect to such claim (if any); provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled entitled, but not obligated, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably acceptable to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within fifteen twenty (1520) days Business Days of the receipt of such the notice from furnished by the Indemnified PartyParty pursuant to the first sentence of this Section 9.2(d)(ii) provided, however, that in the event the Indemnifying Party assumes and controls the defense of such Third Party Claim, the Indemnified Party may, at its sole cost and expense, participate in the defense of such Third Party Claim; provided that provided, further, that if there exists or is reasonably likely counsel to exist the Indemnified Party advises such Indemnified Party in writing that the Third Party Claim involves a conflict of interest (other than one of a monetary nature) that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Indemnifying Party and the Indemnifying Indemnified Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the cost and expense of the Indemnifying Party’s expenseParty (except that the Indemnifying Party shall not be obligated to pay the fees and expenses of more than one separate counsel for all Indemnified Parties, taken together). In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, it will keep the Indemnified Party reasonably informed of progress of the defense of such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, it will keep the Indemnifying Party reasonably informed of progress of the defense of such Third Party Claim, and the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, Party all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No ; provided, however, the Indemnified Party shall not, without the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned), settle or compromise any such Third Party Claim may be settled by or consent to the entry of any judgment in respect of such Third Party Claim. The rights of any Indemnifying Party shall be subrogated to any right of action (including indemnification, cross-claims and counterclaims) that the Indemnified Party may have against any other Person with respect to any matter giving rise to a claim for indemnification hereunder. The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld, delayed or conditioned), (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party other than as a result of money damages or other money payments.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party from whom indemnification is being sought (an a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third-Party Claim as promptly as reasonably possible after receipt by such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis notice of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesThird-Party Claim; provided that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall promptly deliver to the Indemnifying Party that does not involve a Third after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided that failure to deliver such notices and documents on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure; and, provided further that if the Indemnifying Party does not notify shall have denied its indemnification obligation hereunder, the Indemnified Party within thirty (30) days from its receipt of the notice from shall have no obligation to deliver such notices and documents promptly; provided, however, that the Indemnified Party that shall deliver any notices or documents as reasonably requested by the Indemnifying Party disputes such claimthereafter. (b) If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall be deemed entitled to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (eachparticipate in the defense thereof and, a “Third Party Claim”) against if it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party ClaimParty, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so subject to the Indemnified Party limitations on any claims contained in this Article IX, within fifteen thirty (1530) days of the its receipt of such notice from the Indemnified Party of such Third-Party Claim, the Indemnifying Party may assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in . To so assume the judgment of defense thereof, the Indemnifying Party must notify the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event writing within such thirty (30) days that the Indemnifying Party exercises will indemnify the right Indemnified Party with respect to undertake any such defense against any such Third Third-Party Claim as provided above, in this Article IX subject to the Indemnified limitations on any claims contained in this Article IX. The Indemnifying Party shall cooperate with lose its right to defend or litigate the Third-Party Claim if it fails to diligently defend or litigate such Third-Party Claim. Should an Indemnifying Party so elect to assume the defense of a Third-Party Claim, and so long as the Indemnifying Party in has not lost its right to defend or litigate such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Third-Party Claim, the Indemnifying Party shall cooperate with not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and make available to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense, and in its discretion exercised in reasonable, good faith and upon advice of counsel, may settle such Third-Party Claim either before or after the initiation of litigation at such time and upon such terms as it deems fair and reasonable subject to the written consent of the Indemnified Party, at which consent shall not be unreasonably witheld, conditioned or delayed; provided, that the Indemnifed Party may deny, condition, delay or otherwise withhold its consent in the Indemnified Party’s sole and absolute discretion, if such proposed settlement (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such Third-Party Claim to such Indemnified Party of an unconditional release from all Liability with respect to such Third-Party Claim or consent to entry of any judgment, (ii) requires the Indemnified Party to take, or refrain from taking, any action, or pay any amounts without such Indemnified Party’s express prior written consent, (iii) imposes equitable remedies or any obligation on the Indemnified Parties, or (iv) involves a finding or admission of wrongdoing by the Indemnified Party and (A) if the Indemnified Party is a Buyer Indemnitee, then by Buyer or any Affiliate thereof, or (B) if the Indemnified Party is a Seller Indemnitee, then by Seller or any Affiliate thereof. Notwithstanding any provision in this Agreement to the contrary, if the Indemnifying Party assumes the defense of a Third-Party Claim, all attorneys’ fees and other expenses incurred by the Indemnifying Party in so defending such Third Party Claim shall be paid by the Indemnifying Party. If the Indemnifying Party chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s expense, all such witnesses, records, materials request) the provision to the Indemnifying Party of records and information in which are reasonably relevant to such Third-Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Seller shall have assumed the Indemnifying Party’s possession defense of a Third-Party Claim, neither Buyer nor any of its Affiliates shall admit any liability with respect to, or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such settle, compromise or discharge, any Third Party Claim may be settled by the Indemnifying Party without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. If there shall be any conflicts between this Section 9.05(b) and Section 9.09(g) (relating to Tax Claims), the provisions of Section 9.09(g) shall control with respect to Tax Claims and this Section 9.05(b) shall not apply to any Covered Tax. (c) Notwithstanding anything contained in this Section 9.05 or in Section 9.09 to the contrary, Seller, as the Indemnifying Party, shall not be entitled to assume any defense of a Third-Party Claim or Tax Claim hereunder unless (i) the Indemnified Party and Seller reasonably and in good faith determine that, based upon the totality of the facts and circumstances in which such Third-Party Claim or Tax Claim has been made, the balance of the Indemnity Escrow Amount in the Indemnity Escrow Account (taking into account all pending indemnification claims) is sufficient to satisfy the Indemnified Party’s Losses associated with respect to such Third-Party Claim or Tax Claim and (ii) the Third-Party Claim or Tax Claim involves only money damages and does not seek an injunction or other equitable relief. In addition, an Indemnifying Party shall not be entitled to assume or continue any defense of a Third-Party Claim or Tax Claim hereunder if (A) the claim for indemnification is with respect to a criminal proceeding, action, indictment, allegation or investigation or (B) a conflict of interest exists or develops between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim or Tax Claim.

Procedures Relating to Indemnification. (a) Any party In the event that either a Purchaser Indemnified Party or a Seller Indemnified Party desires to assert a demand, claim or circumstance that, immediately or with the lapse of time, could give rise to a claim (a “Claim”) for indemnification pursuant to this Article X, such Person seeking indemnification under Section 6.01 (an the “Indemnified PartyIndemnitee”) shall shall, as promptly give as is reasonably practicable after becoming aware of the demand, claim or circumstance, deliver written notice (such notice, a “Claims Notice”) to the Party from whom indemnification is being sought (an the “Indemnifying PartyIndemnitor”) notice of any matter which such Indemnified Party has determined has given ); provided, however, that, except as otherwise provided in Section 10.01 or would reasonably be expected Section 10.06(a), a failure to give rise such notice shall not affect the Indemnitee’s right to a right of indemnification under this Agreement stating hereunder except to the extent that the Indemnitor is actually prejudiced thereby. The Claims Notice shall describe the Claim in reasonable detail and shall indicate the factual basis amount (estimated, if necessary) and nature of the claim to Damages, and the extent known method of computation thereof, that has been or may be suffered by the Indemnified Party, Indemnitee and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed sought or arises. (b) Promptly after receipt from any third-party by an Indemnitee of a notice of any demand, claim or circumstance that, immediately or with the lapse of time, could give rise to a claim or the commencement (or threatened commencement) of any Action or investigation (a “Third-Party Claim”) that may result in Damages with respect to which the Indemnitee would be entitled to indemnification pursuant to this Article X, the Indemnitee shall deliver a Claims Notice with respect thereto together with copies of any notices or other documents (including any court papers) received by the Indemnitee relating to such Third-Party Claim; provided, however, that, except as otherwise provided that the in Section 10.01 or Section 10.06(a), a failure to provide such notice shall not release affect the Indemnifying Party from any of its obligations under this Article VI except Indemnitee’s right to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI hereunder except to the extent that the Indemnifying Indemnitor is actually prejudiced thereby (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to provide such notice). (c) Unless the Indemnitor is also a party to such Third-Party is materially prejudiced by such failure. If Claim and the Indemnifying Party acknowledges Indemnitee determines in writing good faith after conferring with its obligation to indemnify outside counsel that joint representation would be inappropriate, and except as provided below, the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party Indemnitor shall be entitled to settle or assume and control the defense of any Third-Party Claim at its own expense and by its own counsel. If the Indemnitor elects to settle or defend such Third-Party Claim, it shall notify the Indemnitee of its intent to do so and shall promptly provide written notice of all material developments in connection with the defense of such Third-Party Claim, and the Indemnitee shall cooperate in the settlement of, or defense against, such Third-Party Claim including, if appropriate, making any reasonable counterclaim against such third-party or any reasonable cross claim or third-party claim against any Person related to such Third-Party Claim. Such cooperation shall also include (i) the retention of records and information that are reasonably relevant to such Third-Party Claim, (ii) promptly supplying the Indemnitor with copies of all papers, documents and evidence in the Indemnitee's possession or control and such other information within the Indemnitee's knowledge pertinent to such Third-Party Claims, (iii) making employees available on a mutually-convenient basis to provide additional information and explanation of any information or materials provided hereunder and producing at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be requested by the Indemnitor or its Representatives and (iv) promptly providing written notice of all material developments in connection with any such Third-Party Claims. The Indemnitee shall have the right to employ, at its own expense, separate counsel in the defense of any such Third-Party Claim and participate in the defense thereof (it being understood that the Indemnitor shall control such defense). The Indemnitor shall not settle or compromise any Third-Party Claim without the Indemnitee’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), unless such settlement or compromise (A) involves no payment of money by the Indemnitee, (B) includes a complete and unconditional release of the Indemnitee in respect of such Third-Party Claim, (C) does not subject the Indemnitee to any injunctive relief or other equitable remedy or any limitation on the future operation of Indemnitee’s business and (D) there is no finding or admission of any violation of Law and does not include a statement or admission of fault or culpability by or on behalf of any Indemnitee. Notwithstanding anything to the contrary in this section, the Indemnitor shall not be entitled to assume the defense of any Third-Party Claim (and shall pay the reasonable out-of-pocket fees and expenses of outside counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim is brought by any Governmental Authority or seeks an injunction or other equitable relief or any other relief other than money damages against the Indemnitee that the Indemnitee reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (d) If the Indemnitor, within a reasonable time after its receipt of any Claims Notice in respect of a Third-Party Claim, fails to notify the Indemnitee of its intent to settle or assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice if it gives Claim, the Indemnitee shall (upon further notice of its intention to do so to the Indemnified Party within fifteen (15Indemnitor) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises have the right to undertake any the defense of such defense against any such Third Third-Party Claim as provided above(without impairing or otherwise affecting its rights to obtain indemnification pursuant to this Article X), the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available subject to the Indemnifying Party, at right of the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting Indemnitor to assume the defense against of such Third-Party Claim at any such Third time prior to the final settlement or compromise thereof. Whether or not the Indemnitor assumes the defense of a Third-Party Claim, the Indemnifying Party Indemnitee shall cooperate with the Indemnified Party in such defense and make available not consent to the Indemnified Partyentry of any judgment or admit any liability with respect to, at the Indemnifying Party’s expenseor settle, all compromise or discharge, such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may be settled by the Indemnifying Party without the Indemnitor’s prior written consent of the Indemnified Party(which consent shall not be unreasonably conditioned, withheld or delayed).

Procedures Relating to Indemnification. (a) Any If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim (or an Affiliate thereof) as to the extent known by the Indemnified Party, and containing a reference which an Indemnifying Party may be obligated to the provisions of provide indemnification pursuant to this Agreement in respect of which (a "Third Party Claim"), such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release Indemnitee will notify the Indemnifying Party from any in writing, and in reasonable detail, of its obligations under this Article VI the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Indemnitee will deliver to any recovery the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or indemnification sought transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party from Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim, if Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party does not from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall will not release relieve the Indemnifying Party from any of its obligations liability which it may have to such Indemnitee under this Article VI Agreement, except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by such failure. If . (e) In the event of payment in full by an Indemnifying Party acknowledges to any Indemnitee in writing its obligation to indemnify the Indemnified Party hereunder against connection with any Losses that may result from such Third Party Claim, then the such Indemnifying Party will be subrogated to and shall be entitled stand in the place of such Indemnitee as to assume and control the defense any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim as provided above, the Indemnified Party shall or against any other Person. Such Indemnitee will cooperate with the such Indemnifying Party in a reasonable manner, and at the cost and expense of such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession prosecuting any subrogated right or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any party seeking In order for an Indemnitee to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim made by any Person who is not an Indemnitee against the Indemnitee (a "Third Party Claim"), such right Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the "indemnifying party") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim reasonably promptly, and in any event within 20 business days after receipt by such Indemnitee of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With ; provided further, however, that with respect to any recovery or indemnification sought by an Indemnified Party from matter for which any GBC Indemnitor is the Indemnifying Party that does not involve a Third Party Claimindemnifying party, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party GBC Indemnitor shall be deemed to have accepted received notice with respect to all matters by or against any Retained Company that arose prior to, or were otherwise pending at, the Effective Time. After any required notification (if applicable), the Indemnitee shall deliver to the indemnifying party, promptly after the Indemnitee's receipt thereof, copies of all notices and agreed with such claimdocuments (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) Claim is made against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticean Indemnitee, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall indemnifying party will be entitled to assume and control participate in the defense of such Third Party Claim at its expense and through counsel of its choice thereof and, if it gives notice of its intention so chooses, to do so to assume the Indemnified Party within fifteen defense thereof (15) days at the expense of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same indemnifying party) with counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required selected by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.the

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 6.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 6.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.3. (bii) If an Indemnified Party shall receive notice of any claim Legal Proceeding, claim, audit, demand or demand asserted assessment by any Person who is not a third party to this Agreement (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VISection 6.2, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 6.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably satisfactory to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party, and the Indemnified Party shall have the right to participate in the defense of such Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof; provided that provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in all reasonable respects in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in all reasonable respects in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party. If the Indemnifying Party does not assume the defense of a Third-Party Claim in the manner and within the period provided in this Section 6.2(d)(ii), or if the Indemnifying Party fails to take reasonable steps necessary to diligently conduct the defense of a Third-Party Claim within five (5) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Party and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim, and the Indemnifying Party shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Party. Notwithstanding anything to the contrary in this Section 6.2, unless requested by the Indemnified Party, the Indemnifying Party shall not have the right to defend or direct the defense of any Third Party Claim that seeks an injunction or other equitable relief against the Indemnified Party. (iii) Any Indemnified Party and any Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of any Third-Party Claim and any related Proceeding at all stages thereof where such Person is not represented by its own counsel. (iv) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 6.2, the Indemnifying Party shall indemnify, pay or reimburse such Loss within fifteen (15) days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds.

Procedures Relating to Indemnification. (ai) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) The Purchaser shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) Seller notice of any matter which such Indemnified Party the Purchaser has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party Seller from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party Seller is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party the Purchaser from the Indemnifying Party Seller that does not involve a Third Party Claim, if the Indemnifying Party Seller does not notify the Indemnified Party Purchaser within thirty ninety (3090) days from its receipt of the notice from the Indemnified Party Purchaser that the Indemnifying Party Seller disputes such claim, the Indemnifying Party Seller shall be deemed to have accepted and agreed with such claim. If the Seller has disputed a claim for indemnification (including any Third Party Claim), the Seller and the Purchaser shall proceed in good faith to negotiate a resolution to such dispute. If the Seller and the Purchaser cannot resolve such dispute in one hundred and eighty (180) days after delivery of the dispute notice by the Seller, such dispute shall be resolved by arbitration pursuant to Section 10.3. (bii) If an Indemnified Party the Purchaser shall receive notice of any claim Legal Proceeding, audit, demand or demand asserted by a third party assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VISection 9.2, within thirty (30) days of the receipt of such notice, the Indemnified Party Purchaser shall give the Indemnifying Party Seller notice of such Third Party Claim; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party Seller from any of its obligations under this Article VI Section 9.2 except to the extent that the Indemnifying Party Seller is materially prejudiced by such failure. If the Indemnifying Party Seller acknowledges in writing its obligation to indemnify the Indemnified Party Purchaser hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party Seller shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party Purchaser within fifteen ninety (1590) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying PartyPurchaser. Similarly, in the event the Indemnified Party Purchaser is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party Seller shall cooperate with the Indemnified Party Purchaser in such defense and make available to the Indemnified PartyPurchaser, at the Indemnifying PartySeller’s expense, all such witnesses, records, materials and information in the Indemnifying PartySeller’s possession or under the Indemnifying PartySeller’s control relating thereto as is reasonably required by the Indemnified Party. No Purchaser, if such Third Party Claim may be settled by arises out of or in connection with any reason incurred before the Indemnifying Party without the prior written consent date of the Indemnified Partythis Agreement.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (If a claim or demand is made against an “Indemnified Party”, or an Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) shall promptly give the as to which an Indemnifying Party from whom may be obligated to provide indemnification is being sought pursuant to this Agreement (an “Indemnifying Party”) notice of any matter which a "Third Party Claim"), such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release will notify the Indemnifying Party from any in writing, and in reasonable detail, of its obligations under this Article VI the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; PROVIDED, HOWEVER, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the Indemnified Party will deliver to any recovery the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or indemnification sought transmitted by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party from Party, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that if in the Indemnified Party's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnified Party will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnified Party copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnified Party fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnified Party on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the Parties will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnified Party's prior written consent (which consent will not be unreasonably withheld); PROVIDED, HOWEVER, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnified Party and its Affiliates completely from all Liability in connection with such Third Party Claim; PROVIDED, HOWEVER, that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other non-monetary relief affecting the Indemnified Party or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Damages which does not involve a Third Party Claim, if Claim will be asserted by reasonably prompt written notice given by the Indemnified Party to the Indemnifying Party does not notify the from whom such indemnification is sought. The failure by any Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that to so notify the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall will not release relieve the Indemnifying Party from any of its obligations liability which it may have to such Indemnified Party under this Article VI Agreement, except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by such failure. If . (e) In the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the any Indemnified Party hereunder against in connection with any Losses that may result from such Third Party Claim, then the such Indemnifying Party will be subrogated to and shall be entitled stand in the place of such Indemnified Party as to assume and control the defense any events or circumstances in respect of which such Indemnified Party may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim as provided above, the or against any other Person. Such Indemnified Party shall will cooperate with the such Indemnifying Party in a reasonable manner, and at the cost and expense of such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession prosecuting any subrogated right or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of a claim, suit or demand made by any Person against the Indemnified Party from whom indemnification is being sought (an a “Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which such the Third Party Claim and the facts known by the Indemnified Party has determined has given or would reasonably be expected to relating thereto promptly within 30 days after receiving written notice from a third party which may give rise to a right of Third Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification under this Agreement stating in reasonable detail the factual basis of the claim provided hereunder except to the extent known the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within seven (7) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) delivered by such Person to the Indemnified Party relating to the Third Party Claim. (b) If (x) the Indemnifying Party, subject to the limitations set forth in this Article IX, has conceded liability to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim, (y) Parent, the Surviving Corporation or any Parent Indemnified Party or their respective representatives are the Indemnified Party, and containing the Indemnified Party reasonably determines that the likely maximum amount of such Losses is less than or equal to the Cap, and (z) the Third Party Claim is not reasonably likely to have an adverse effect on the Indemnified Party or its Affiliate other than as a result of monetary damages, then the Indemnifying Party shall have thirty (30) days after receipt of the Indemnified Party’s notice of a given Third Party Claim to elect, at its option, to assume the defense of any such Third party Claim, in which case: (i) the attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs incurred by the Indemnifying Party in connection with defending such Third Party Claim shall be payable by such Indemnifying Party (unless such Indemnifying Party is the Representative, in which case, such costs shall be payable from the Representative Holdback Amount); (ii) the Indemnified Party shall not be entitled to be indemnified for any costs or expenses incurred by the Indemnified Party in connection with the defenses of such Third Party Claim following the Indemnifying Party’s assumption of such defense, except for actual out-of-pocket costs incurred in connection with the Indemnifying Party’s requests pursuant to Sections 9.3(b)(iv), (v) and (vi) which costs shall be reimbursed by the Indemnifying Party; (iii) the Indemnified Party shall be entitled to monitor such defense at its sole expense; (iv) the Indemnified Party shall make available to the Indemnifying Party all books and records that are under the control of the Indemnified Party and that the Indemnifying Party reasonably considers necessary or desirable for the defense of such Third Party Claim subject to appropriate confidentiality protection to the extent applicable; (v) the Indemnified Party shall execute such documents and take such other actions as the Indemnifying Party may reasonably request for the purpose of facilitating the defense of, or any settlement or compromise of such Third Party Claim; (vi) the Indemnified Party shall otherwise cooperate as reasonably requested by the Indemnifying Party in the defense of such Third Party Claim; (vii) the Indemnified Party shall not admit any liability with respect to such Third Party Claim; and (viii) the Indemnifying Party shall not enter into any agreement providing for the settlement or compromise of such Third Party Claim or the consent to the entry of a judgment with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement agreement imposes on the Indemnified Party or any of its Subsidiaries or other Affiliates any obligation other than, in the case where the Representative is the Indemnifying Party, an obligation to pay Losses in an amount less than the Representative Cap. (c) If (i) the Indemnifying Party has not conceded liability to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim, (ii) Parent, Merger Sub, the Surviving Corporation or their respective representatives are the Indemnified Party, and the Indemnified Party reasonably determines in good faith that the likely maximum amount of such Losses is greater than the Representative Cap, (iii) the Indemnifying Party elects not to defend a Third Party Claim or (iv) the Indemnifying Party is not permitted to assume the defense of such Third Party Claim pursuant to Section 9.3(b) above, then the Indemnified Party shall diligently and competently defend such Third Party Claim; provided, however, that the Indemnified Party shall have no right to seek indemnification under this Article IX in respect of such Third Party Claim for any agreement providing for the settlement or compromise of such Third Party Claim or the consent to the entry of a judgment with respect to such Third Party Claim entered into without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) If any Indemnified Party asserts the existence of a claim giving rise to Losses (but excluding Third Party Claims), such party shall give written notice to the Indemnifying Party promptly upon having knowledge of the existence of such indemnifiable claim (but in any event prior to the applicable Expiration Date). Such written notice shall state that it is being given pursuant to this Section 9.3, specify, in reasonable detail, the nature and amount of the claim (to the extent they are capable of determination). If such Indemnifying Party contests such assertion of a claim by giving such written notice to the Indemnified Party, then the parties shall act in good faith to reach agreement regarding such claim during a subsequent sixty (60) day period. If litigation or arbitration between the parties shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation or arbitration as more fully set forth in Section 10.15. (e) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party obligated to indemnify pursuant to Section 10.11. Such notice must be in writing, must set forth in reasonable detail the facts known by the Indemnified Party relating to such claim and amount of the claim (to the extent such amount is capable of determination) and must include a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesarises (to the extent such provisions can be determined at that time or a good faith estimate thereof); provided that the provided, that, subject to Section 9.2(d), failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimFor purposes of this Section 9.3, if the Indemnifying Party does not notify Stockholder Parties comprise the Indemnified Party, any references to the Indemnified Party within thirty (30in each case except provisions relating to an obligation to make or a right to receive any payments) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except refer to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified PartyRepresentative.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 Each person to be indemnified pursuant to SECTION 8.1 or SECTION 8.2 (an “Indemnified Party”"INDEMNIFIED PARTY") shall promptly agrees to give prompt notice (a "NOTICE OF THIRD PARTY CLAIM") to the Party from whom indemnification is being sought (an “Indemnifying Party”) notice indemnifying party of the assertion of any matter claim, or the commencement of any suit, action or proceeding, brought against or sought to be collected from such indemnified party (each, a "THIRD PARTY CLAIM"), in respect of which indemnity may be sought by such Indemnified Party has determined has given indemnified party under SECTION 8.1 or would reasonably be expected SECTION 8.2; provided that the omission so to give rise promptly notify the indemnifying party with respect to a right of indemnification Third Party Claim brought against or sought to be collected from such indemnified party will not relieve the indemnifying party from any liability which it may have to such indemnified party under this Agreement stating SECTION 8.1 or SECTION 8.2 except as otherwise provided in reasonable detail the factual basis of the claim SECTION 8.4 or to the extent known that such failure has materially prejudiced such indemnifying party with respect to the defense of such Third Party Claim. If any indemnified party shall seek indemnity under SECTION 8.1 or SECTION 8.2 with respect to a Third Party Claim brought against or sought to be collected from such indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume and direct the defense and settlement thereof with counsel satisfactory to such indemnified party; provided that if any Third Party Claim brought against or sought to be collected from any indemnified party includes a request for injunctive or other equitable relief that, if granted, is reasonably likely to have a Material Adverse Effect or a similar effect on such indemnified party, such indemnified party shall be entitled to control and direct the defense and settlement thereof and in such event the legal and other expenses subsequently incurred by such indemnified party in connection with the defense thereof shall be paid by the Indemnified Partyindemnifying party. After notice from the indemnifying party to an indemnified party of its election to assume and direct the defense and settlement of a Third Party Claim brought against or sought to be collected from such indemnified party which such indemnifying party is entitled to assume and direct under the terms hereof, the indemnifying party shall not be liable to such indemnified party under SECTION 8.1 or SECTION 8.2, as the case may be, for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that such indemnified party shall have the right to employ counsel to represent such party if in the reasonable judgment of such party, it is advisable for such party to be represented by separate counsel because the representation of both the indemnified party and containing the indemnifying party in such matter could present such counsel with a reference to potential conflict of interest and in such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing provisions of this Agreement SECTION 8.3(a), the indemnifying party shall not (A) without the prior written consent of an indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such right indemnified party is, or with reasonable foreseeability, could have been a party and indemnity could have been sought hereunder by such indemnified party for a Third Party Claim brought against or sought to be collected from such indemnified party, unless such settlement includes an unconditional release of indemnification such indemnified party from all liability arising out of such proceeding (provided that, whether or not such a release is claimed required to be obtained, the indemnifying party shall remain liable to such indemnified party in accordance with SECTION 8.1 or arises; provided SECTION 8.2 in the event that the failure a Third Party Claim is subsequently brought against or sought to provide be collected from such notice indemnified party) or (B) be liable for any settlement of any Third Party Claim brought against or sought to be collected from an indemnified party effected without such indemnifying party's written consent (which shall not release be unreasonably withheld), but if settled with such indemnifying party's written consent, or if there is a final judgment for the Indemnifying plaintiff in any such Third Party from any of its obligations under this Article VI except Claim, such indemnifying party agrees (to the extent stated above) to indemnify the Indemnifying Party indemnified party from and against any loss, liability, claim, damage or expense by reason or such settlement or judgment. The indemnification required by SECTION 8.1 or SECTION 8.2, as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is materially prejudiced by such failure. With respect to incurred. (b) In the event any recovery indemnified party should have a claim (each, a "DIRECT CLAIM") against any indemnifying party under SECTION 8.1 or indemnification sought by an Indemnified Party from the Indemnifying Party SECTION 8.2 that does not involve a Third Party ClaimClaim being asserted against or sought to be collected from such indemnified party, if the Indemnifying Party does not indemnified party shall deliver notice (a "NOTICE OF DIRECT CLAIM") of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third indemnifying party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release relieve the Indemnifying Party indemnifying party from any of its obligations liability which it may have to such indemnified party under this Article VI SECTION 8.1 or SECTION 8.2 except as otherwise provided in SECTION 8.4 or to the extent that the Indemnifying Party is indemnifying party demonstrates that it has been materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing indemnifying party does not notify the indemnified party, within 30 calendar days following its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party receipt of a Notice of Direct Claim, then that the Indemnifying Party indemnifying party disputes its liability to the indemnified party under SECTION 8.1 or SECTION 8.2, as the case may be, such claim specified by the indemnified party in such Notice of Direct Claim will be conclusively deemed a liability of the indemnifying party under SECTION 8.1 or SECTION 8.2, as the case may be, and the indemnifying party shall be entitled to assume and control pay the defense amount of such liability to the indemnified party on demand, or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. (c) If the indemnifying party has timely disputed its liability with respect to a Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Direct Claim, the Indemnifying Party shall cooperate indemnifying party and the indemnified party agree to proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved by arbitration held in Denver, Colorado in accordance with the Indemnified Party Commercial Arbitration Rules of the American Arbitration Association (the "AAA") then in such defense and make available to effect unless the Indemnified Party, at parties mutually agree otherwise. Notice of the Indemnifying Party’s expense, all such witnesses, records, materials and information demand for arbitration shall be filed in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required writing by the Indemnified Partyindemnified party with the indemnifying party and with the AAA and shall be made within a reasonable time after the dispute has arisen. No such Third Party Claim Within 30 days after the date the arbitration notice is filed with the AAA, the indemnified party and the indemnifying party shall select one person to act as arbitrator. If the parties are unable to agree upon an arbitrator within 10 days, the arbitrator shall be selected by the AAA within 30 days thereafter. The arbitrator shall be independent and impartial. The arbitrator shall promptly schedule all discovery and the other steps to be taken in resolution of any controversy, dispute or claim and otherwise assume sufficient initiative and control to effect the sufficient and expeditious resolution of the dispute. The award rendered by the arbitrator shall be final and judgment may be settled entered upon it in accordance with applicable law in any court having jurisdiction thereof. Any liability that the indemnifying party agrees to assume, or that is determined by the Indemnifying Party without arbitrator to be a liability of the prior indemnifying party under SECTION 8.1 or SECTION 8.2 will be conclusively deemed a liability of the indemnifying party. Except by written consent of the Indemnified PartyPerson sought to be joined, no arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any other manner, any Person not a party to, or otherwise bound by, this Agreement. The provisions of this Agreement to arbitrate and any other written agreement to arbitrate referred to herein shall be specifically enforceable under the prevailing arbitration law. Each party hereto expressly consents to, and waives any future objection to, such forum and arbitration rules. (d) If Demeter or Phemus is obligated to indemnify AIMCO or any of its Representatives under this ARTICLE VIII, Demeter or Phemus, as the case may be, will succeed to, and stand in place of NHP or AIMCO in respect of any, similar claims or causes of action of NHP or AIMCO may have against third parties in connection with any matter for which Demeter or Phemus is obligated to indemnify AIMCO or any of its Representatives, but only to the extent that Demeter or Phemus, as the case may be, has indemnified AIMCO or any of its Representatives for such matter. In such event, AIMCO shall cooperate with Demeter and Phemus in a reasonable manner, at the cost and expense of Demeter or Phemus, as the case may be, in prosecuting any such subrogated right or claim, including without limitation, signing claims or bringing actions in the name of NHP or AIMCO. (e) Each of AIMCO and its Representatives may give notice of a claim under the Escrow Agreement in an amount equal to any amount for which it may be entitled to indemnification under this ARTICLE VIII upon notice to Capricorn specifying in reasonable detail the basis for such claim. Neither the giving of any such notice, nor the failure to give any such notice, of a claim under the Escrow Agreement will constitute an election of remedies or limit AIMCO or any of its Representatives in any manner in the enforcement of any other remedies that may be available to it.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Promptly after receipt by any Buyer Indemnitees or Seller Indemnitees (for purposes of this Section 6.01 (an 9.05, the “Indemnified Party”) shall promptly give of any Proceeding, claim or demand made against it by a third party (a “Third-Party Claim”) which gives rise to a claim for indemnification against an indemnifying party under this Agreement (the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such ), then the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating will as promptly as practicable send notice in writing, and in reasonable detail detail, of the Third-Party Claim (including the factual basis of for the claim Third-Party Claim, and, to the extent known by known, the amount of the Third-Party Claim) to the Indemnifying Party; provided, however, that failure to give such notification to the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially actually prejudiced by the Indemnified Party’s failure to give such failurenotice. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party ClaimThereafter, if the Indemnifying Party does not notify the Indemnified Party within thirty will deliver to the Indemnifying Party, as promptly as reasonably practicable after the Indemnified Party’s receipt thereof, copies of all notices and documents (30including court papers) days from its receipt of the notice from received by the Indemnified Party that the Indemnifying relating to such Third-Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimClaim. (b) If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall receive will be entitled to participate in the defense of such Third-Party Claim and, if it so chooses, to assume the defense of the Third-Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of any claim or demand asserted by a third party (each, a “Third its election to assume the defense of such Third-Party Claim”) against it or which may give rise , the Indemnifying Party will not, be liable to a claim for Loss the Indemnified Party under this Article VI, within thirty (30) days of IX for any fees or other counsel or any other expenses with respect to the receipt defense of such noticeThird-Party Claim, in each case subsequently incurred by the Indemnified Party shall give in connection with the Indemnifying Party notice defense of such Third Third-Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation does not, or is not pursuant to indemnify Section 9.05(c) permitted to, assume the defense of a Proceeding, the Indemnified Party hereunder against any Losses will have the right to assume the defense and employ separate counsel to represent such Indemnified Party and the reasonable fees and expenses of such separate counsel will be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that may result from the Indemnifying Party will control such Third defense and all the parties hereto will cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, then and making employees and other representatives and advisors reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party shall assumes the defense of a Third-Party Claim (y) no compromise or settlement of such claims may be entitled effected by the Indemnifying Party without the Indemnified Party’s consent (not to be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the primary relief provided is monetary damages that are paid in full by the Indemnifying Party and (z) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If timely notice is given to an Indemnifying Party of the commencement of any Third-Party Claim and the Indemnifying Party does not, within ten (10) business days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume and control the defense of such Third Third-Party Claim, the Indemnifying Party will not admit any liability with respect thereto but will be bound by any final determination made by any Governmental Body in respect thereof. The Indemnified Party will not agree to or make any compromise or settlement of any Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at without the Indemnifying Party’s expense. In consent (not to be unreasonably withheld or delayed); provided, however, that in the event that the Indemnifying Party exercises the right for any reason withholds such consent with respect to undertake any such defense against any such Third Third-Party Claim in respect of Fullerton Losses, Ogallala Losses and/or Marengo Losses (as provided abovesuch terms are defined in Exhibit C hereto), the Indemnified Party shall cooperate with shall, at any time thereafter up to and including the Environmental Indemnity Survival Date, and notwithstanding that any such Losses have not yet been incurred, be permitted to make a claim for such Losses incurred (subject to the Indemnifying Party’s continuing consent right) in respect of such Third-Party Claim, without any limitation on the period for recovering such Losses from Seller, subject only to the Applicable Cap and the other limitations set forth herein. (c) Notwithstanding the foregoing, if an Indemnified Party reasonably determines in good faith that a Third-Party Claim would materially adversely affect it if a judgment is rendered in favor of such defense and make available claimant other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by written notice to the Indemnifying Party, at assume the Indemnifying Party’s expenseexclusive right to defend, all witnessescompromise, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any settle such Third Third-Party Claim, but the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession will not be bound by any compromise or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party settlement effected without the its prior written consent (which may not be unreasonably withheld or delayed). (d) The provisions of the Indemnified Partythis Section 9.05 will not apply with respect to any Tax Contests, which will instead be governed by Section 7.03.

Procedures Relating to Indemnification. (a) Any party seeking indemnification An indemnified person under Section 6.01 Sections 8.2, 8.3 or 8.4 (an the “Indemnified Party”) shall promptly give prompt written notice to an indemnifying party (the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement Loss in respect of which such right Indemnifying Party has a duty to indemnify such Indemnified Party under Sections 8.2, 8.3 or 8.4 (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is claimed sought, the section or arises; provided sections of this Agreement or the PE&E Agreement to which the Claim relates and the amount of the Loss involved (or, if not then determinable, a reasonable good faith estimate of the amount of the Loss involved), except that the any delay or failure so to provide such notice shall not release notify the Indemnifying Party from any shall only relieve the Indemnifying Party of its obligations under this Article VI except hereunder to the extent extent, if at all, that it is prejudiced by reason of such delay or failure. Any such notice to be given to an Indemnifying Party under Section 8.2 or 8.3 or by an Indemnified Party under Section 8.4 shall be given to or by the Representative. (b) If a Claim results from any claim, suit, action or cause of action brought or asserted by a third party (a “Third Party Claim”), the Indemnifying Party is materially prejudiced shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in such Third Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party fails to assume the defense of any Third Party Claim within 10 days after notice thereof, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the compromise, settlement or final determination thereof. Anything in this Section 8.5 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim which would have an adverse effect on the Indemnified Party. The Indemnifying Party may, without the Indemnified Party’s prior written consent, compromise or settle any such Third Party Claim or consent to entry of any judgment with respect to any Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such failure. Third Party Claim. (c) With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve Claim other than a Third Party Claim, if the Indemnifying Party shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not notify the Indemnified Party respond within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim20-day period, the Indemnifying Party shall be deemed to have accepted responsibility to make payment and agreed with shall have no further right to contest the validity of such claim. (b) Claim. If an the Indemnifying Party notifies the Indemnified Party shall receive notice of any claim within such 20-day period that it rejects such Claim in whole or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticein part, the Indemnified Party shall give the Indemnifying Party notice of be free to pursue such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that remedies as may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so available to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyapplicable law.

Procedures Relating to Indemnification. (a) Any A party seeking entitled to indemnification under Section 6.01 (hereunder shall herein be referred to as an “Indemnified Party”) .” A party obligated to indemnify an Indemnified Party hereunder shall promptly give the Party from whom indemnification is being sought (herein be referred to as an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in .” As soon as is reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by after an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty either (30i) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive receives notice of any claim or demand asserted the commencement of any action by a any third party which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder (each, a “Third Party Claim”) against it or (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for Loss indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnifying Party under this Article VIVIII notify such Indemnifying Party in writing of such claim, within thirty (30) days action or Loss, as the case may be; provided, however, that failure to notify Indemnifying Party shall not relieve Indemnifying Party of its indemnity obligation, except to the extent Indemnifying Party is actually prejudiced in its defense of the receipt action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of such noticethe claim, action or Loss, to the Indemnified extent known. Except as provided in this Section 8.6, Indemnifying Party shall give have the Indemnifying Party notice of right to contest, defend, litigate or settle any such Third Party ClaimClaim which involves solely monetary damages; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify shall have notified the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice in writing of its intention to do so to the Indemnified Party within fifteen (15) 15 days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for having given notice of the same counsel Third Party Claim to represent both the Indemnified Party and the Indemnifying Party; provided, then that the Indemnifying Party shall diligently contest the Third Party Claim. The Indemnified Party shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnifying Party; provided, that the Indemnified Party shall be entitled to retain reimbursement thereafter if the Indemnifying Party shall lose its own counsel in each jurisdiction for which right to contest, defend, litigate and settle the Third Party Claim or if representation of the Indemnifying Party and the Indemnified Party determines by the same counsel is requiredwould, at in the reasonable opinion of such counsel, constitute a conflict of interest that cannot be waived under applicable standards of professional conduct. (b) The Indemnifying Party’s expense. In , if it shall have assumed the event that defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the Indemnifying Party exercises the right to undertake entry of any such defense against judgment arising from, any such Third Party Claim as provided above, without the prior written consent of the Indemnified Party (which consent shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Partynot be unreasonably withheld, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession conditioned or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Partydelayed). Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partynot, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. (c) If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume the defense of, a Third Party Claim pursuant to this Section 8.6 the Indemnifying Party shall not be entitled, and shall lose its right, to contest, defend, litigate and settle such a Third Party Claim, and the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith, 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 that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party.

Procedures Relating to Indemnification. (a) Any If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article VII in respect of, arising out of or involving a claim or demand made by any Person (other than a party seeking hereto or Affiliate thereof) against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall notify the party liable for such indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice in writing, and in reasonable detail (taking into account the information then available to such Indemnified Party), of any matter which the Third-Party Claim promptly after receipt by such Indemnified Party has determined has given or would reasonably be expected of written notice of the Third-Party Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an The Indemnified Party from shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim; provided, however, that the failure to deliver such copies shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party that does not involve shall have been actually prejudiced as a Third result of such failure. (b) If a Third-Party Claim, if the Indemnifying Party does not notify the Claim is made against an Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimParty, the Indemnifying Party shall be deemed entitled to participate in the defense thereof and, if it so chooses to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, 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, unless the Third-Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnified Party and the Indemnifying Party based on the advice of counsel. If the Indemnifying Party assumes such defense, the Indemnified Party shall have accepted the right to participate in defense thereof and agreed to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses to defend any Third-Party Claim, all the parties hereto shall 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 use reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claimThird-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). The Indemnifying Party may pay, settle or compromise a Third-Party Claim without the written consent of the Indemnified Party, so long as such settlement includes (A) an unconditional release of the Indemnified Party from all liability in respect of such Third-Party Claim, (B) does not subject the Indemnified Party to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. (bc) If an Indemnified Party shall receive notice of desire to assert any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss indemnification provided for under this Article VIVII other than a claim in respect of, within thirty (30) days arising out of the receipt of or involving a Third-Party Claim, such notice, the Indemnified Party shall give notify the Indemnifying Party notice in writing, and in reasonable detail (taking into account the information then available to such Indemnified Party), of such Third Party Claimclaim promptly after becoming aware of the existence of such claim; provided that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided for hereunder except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. If the Indemnifying Party acknowledges in writing does not respond to such notice within 45 days after its obligation receipt, it shall have no further right to indemnify contest the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense validity of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim (or an Affiliate thereof) as to the extent known by the Indemnified Party, and containing a reference which an Indemnifying Party may be obligated to the provisions of provide indemnification pursuant to this Agreement in respect of which (a "Third Party Claim"), such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release Indemnitee will notify the Indemnifying Party from in writing, and in reasonable detail, of the Third Party Claim reasonably promptly (and in any event within 20 business days) after becoming aware of its obligations under this Article VI such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from failure (except that the Indemnifying Party will not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all notices and documents (including, without limitation, court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided that, if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all developments relating to or in connection with such Third Party Claim (including, without limitation, providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including, without limitation, reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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 a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses that does not involve a Third Party Claim, if Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party does not from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall will not release relieve the Indemnifying Party from any of its obligations liability that it may have to such Indemnitee under this Article VI Agreement, except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by such failure. Any notice pursuant to this Section 4.5(d) will contain a statement, in prominent and conspicuous type, that if the Indemnifying Party does not dispute its liability to the Indemnitee with respect to the claim made in such notice by notice to the Indemnitee prior to the expiration of a 30-calendar-day period following the Indemnifying Party's receipt of the second notice of such claim, the claim shall be conclusively deemed a liability of the Indemnifying Party. If the Indemnitee has provided the Indemnifying Party two such notices not less than 30 days apart and the Indemnifying Party does not notify the Indemnitee prior to the expiration of a 30-calendar-day period following its receipt of the second such notice that the Indemnifying Party disputes its liability to the Indemnitee under this Agreement, such claim specified by the Indemnitee in such notice will be conclusively deemed a liability of the Indemnifying Party under this Agreement and the Indemnifying Party will pay the amount of such liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party acknowledges in writing has timely disputed its obligation liability with respect to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimclaim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such defense and make available dispute and, if not resolved through negotiations by the 120th day after notice of such claim was given to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials Party and information in the Indemnified Party’s possession Indemnitee will be free to pursue such remedies as may be available to such parties under this Agreement or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in applicable law. (e) In the event the Indemnified of payment in full by an Indemnifying Party is, directly or indirectly, conducting the defense against to any such Indemnitee in connection with any Third Party Claim, the such Indemnifying Party will be subrogated to and shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information stand in the Indemnifying Party’s possession place of such Indemnitee as to any events or under the Indemnifying Party’s control circumstances in respect of which such Indemnitee may have any right or claim relating thereto as is reasonably required by the Indemnified Party. No to such Third Party Claim may be settled by the against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party without in a reasonable manner, and at the prior written consent cost and expense of the Indemnified such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. In order for a Person (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this IP License Agreement in respect of, arising out of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from involving a claim or demand made by any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify Person against the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI), within thirty (30) days such Indemnified Party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such noticefailure. Thereafter, the Indemnified Party shall give deliver to the Indemnifying indemnifying party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court filings and related papers) received by the Indemnified Party notice of such relating to the Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnified Party hereunder therefor, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the Indemnified Party and to settle such suit, action, claim or proceeding in its discretion with a full release of the Indemnified Party and no admission of criminal liability. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the indemnifying party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in Section 11. Should the indemnifying party so elect to assume the defense of a Third Party Claim, 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 unless the indemnifying party has substantially and materially failed to defend, contest or otherwise protest in a timely manner against Third Party Claims. If the indemnifying party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any Losses period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that may result from are reasonably relevant to such Third Party Claim, then and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party indemnifying party shall be entitled to assume and control have assumed the defense of such a Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveClaim, the Indemnified Party shall cooperate not admit any liability with the Indemnifying Party in such defense and make available to the Indemnifying Partyrespect to, at the Indemnifying Party’s expenseor settle, all witnessescompromise or discharge, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the indemnifying party’s prior written consent, which consent of the Indemnified Partyshall not be unreasonably withheld, unreasonably delayed or unreasonably conditioned.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give Following the Party from whom indemnification is being sought (an “Indemnifying Party”) notice discovery by a Person of any matter which such Indemnified Party has determined has given facts or conditions that would reasonably be expected to give rise to a right of Loss or Losses for which indemnification under this Agreement stating in reasonable detail Article IX can be obtained, the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of Party seeking indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to IX with respect thereto (the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an “Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party ClaimParty”) against it or which may give rise to a claim for Loss under this Article VIshall, within thirty (30) days thereafter, provide written notice to the Party from whom indemnification is sought (the “Indemnifying Party”), setting forth the facts and circumstances in reasonable detail (to the extent known) relating to such Loss or Losses, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the receipt actual amount is not known or liquidated) and the specific Section(s) of such notice, this Agreement (to the extent then determinable) upon which the Indemnified Party shall give the Indemnifying is relying in seeking such indemnification (an “Indemnification Notice”); provided, however, that any failure of an Indemnified Party notice of such Third Party Claim; provided that the failure to provide timely deliver such notice shall not release limit the obligations of the Indemnifying Party from any of its obligations under this Article VI hereunder except to the extent that (and only to the extent that) such failure to timely deliver such notice actually prejudices the Indemnifying Party. Within sixty (60) days after delivery of an Indemnification Notice, the Indemnifying Party is materially prejudiced by such failure. If shall deliver to the Indemnified Party a Response, in which the Indemnifying Party acknowledges in writing its obligation to indemnify shall: (i) agree that the Indemnified Party hereunder against is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Claimed Amount by wire transfer of immediately available funds), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Agreed Amount by wire transfer of immediately available funds) or (iii) dispute that the Indemnified Party is entitled to receive any Losses that may result from of the Claimed Amount (a “Dispute”). If no Response is delivered by the Indemnifying Party within sixty (60) days following the Indemnified Party’s receipt of written confirmation of receipt of such Third Party ClaimIndemnification Notice by the General Counsel of the Indemnifying Party, then the Indemnifying Party shall be entitled deemed, to assume and control the defense extent such Indemnification Notice so states, to have agreed that all of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so the Claimed Amount is owed to the Indemnified Party within fifteen (15) days Party. For purposes of the foregoing sentence, “written confirmation” shall include receipt confirming the delivery of facsimile, receipt of such notice from registered or certified mail, receipt of an internationally recognized overnight mail courier service and receipt of e-mail delivery. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party; provided ’s right to claim the balance of any such Claimed Amount. During the sixty (60) day period following the delivery of a Response that that if there exists or is reasonably likely to exist reflects a conflict of interest that would make it inappropriate in Dispute, the judgment of Indemnifying Party and the Indemnified Party in its sole and absolute discretion for shall use good faith efforts to resolve the same counsel to represent both Dispute. If the Indemnified Party and the Indemnifying PartyParty shall not so resolve such claim during such period, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any initiate such defense against any proceedings and seek such Third Party Claim remedies as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or may be permitted under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense terms of this Agreement and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyapplicable Law.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 (In order for an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably to be expected entitled to give rise to a right of any indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim or demand made by any person against the Indemnified Party (a "Third Party Claim"), such right Indemnified Party must notify the indemnifying party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within 10 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect to failure (except that the indemnifying party shall not be liable for any recovery or indemnification sought by an Indemnified Party from expenses incurred during the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify period in which the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes failed to give such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimnotice). (b) If a Third Party Claim is made against an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeParty, the Indemnified Party indemnifying party shall give be entitled to participate in the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided that may result from such counsel is not reasonably objected to by the Indemnified Party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, then the Indemnifying Party indemnifying party shall not be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so liable to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of for legal expenses subsequently incurred by the Indemnified Party in its sole and absolute discretion for connection with the same counsel to represent both defense thereof. If the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any indemnifying party assumes such defense against any such Third Party Claim as provided abovedefense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information indemnifying party in the Indemnified Party’s possession defense or under prosecution thereof. Whether or not the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting indemnifying party shall have assumed the defense against any such of a Third Party Claim, the Indemnifying Indemnified Party shall cooperate not admit any liability with the Indemnified Party in such defense and make available to the Indemnified Partyrespect to, at the Indemnifying Party’s expenseor settle, all such witnessescompromise or discharge, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim and which releases the Indemnified PartyParty completely in connection with such Third Party Claim.

Procedures Relating to Indemnification. (a) Any party seeking In order to make a claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI X in respect of, arising out of or involving a Third-Party Claim, such indemnified party must notify the indemnifying party in writing of the Third-Party Claim (describing the claim, the amount thereof (if known and quantifiable) and the basis thereof) reasonably promptly after receipt by such indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party has been actually prejudiced by as a result of such failure. With respect failure and shall not relieve the indemnifying party from any other obligation or Liability that it may have to any recovery or indemnification sought indemnified party otherwise than under this Article X. Subject to the proviso in the immediately preceding sentence, the indemnified party will deliver to the indemnifying party, as promptly as reasonably practicable, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If a Third-Party Claim is made against an Indemnified Party shall receive notice of any claim or demand asserted by a third indemnified party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of and the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party indemnifying party acknowledges in writing its obligation to indemnify the Indemnified Party indemnified party hereunder against any Losses that may result from such Third Third-Party Claim, then the Indemnifying Party indemnifying party shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice selected by the indemnifying party if it gives notice of its intention to do so to the Indemnified Party indemnified party within fifteen twenty (1520) days of the receipt of such notice from the Indemnified Partyindemnified party of such Third-Party Claim; provided that provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate (in the judgment opinion of the Indemnified Party in its sole and absolute discretion outside counsel of the indemnified party) for the same counsel to represent both the Indemnified Party indemnified party and the Indemnifying Partyindemnifying party, then the Indemnified Party indemnified party shall be entitled to retain its own counsel (not to exceed one law firm or attorney, subject to approval by the indemnifying party), and subject to the other limitations set forth in each this Article X, the indemnifying party shall pay the reasonable fees and expenses of such counsel. The indemnifying party shall not be entitled to assume or continue control of the defense of any Third-Party Claim if (i) the Third-Party Claim is brought by, or on behalf of, a Governmental Authority having jurisdiction for which over the Indemnified indemnified party, (ii) the Third-Party determines counsel is requiredClaim seeks an injunction, at specific performance or similar equitable relief against any indemnified party or (iii) the Indemnifying Party’s expenseindemnifying party has failed to assume the defense of the Third-Party Claim. In the event that the Indemnifying Party indemnifying party exercises the right to undertake any such defense against any such Third Third-Party Claim as provided above, the Indemnified Party indemnified party shall cooperate with the Indemnifying Party indemnifying party in such defense and make available to the Indemnifying Partyindemnifying party, at the Indemnifying Partyindemnifying party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Partyindemnified party’s possession or under the Indemnified Partyindemnified party’s control relating thereto as is reasonably required by the Indemnifying Partyindemnifying party. Similarly, in the event the Indemnified Party indemnified party is, directly or indirectly, conducting the defense against any such Third Third-Party Claim, the Indemnifying Party indemnifying party shall cooperate with the Indemnified Party indemnified party in such defense and make available to the Indemnified Partyindemnified party, at the Indemnifying Partyindemnifying party’s expense, all such witnesses, records, materials and information in the Indemnifying Partyindemnifying party’s possession or under the Indemnifying Partyindemnifying party’s control relating thereto as is reasonably required by the Indemnified Partyindemnified party. No such Third Third-Party Claim may be settled by the Indemnifying Party indemnified party without the prior written consent of the Indemnified Partyindemnifying party (such consent not to be unreasonably withheld, conditioned or delayed). No such Third-Party Claim may be settled by the indemnifying party without the prior written consent of the indemnified party (such consent not to be unreasonably withheld, conditioned or delayed) unless the settlement, by its terms, (A) obligates the indemnifying party to pay the full amount of Losses in connection with such Third-Party Claim, (B) includes a full and unconditional release, reasonably satisfactory to the indemnified party, of the indemnified party from all Liability in connection with such Third-Party Claim, (C) does not impose any obligation (whether monetary or otherwise) against the indemnified party, and (D) does not include a finding or admission of any Liability or violation of Applicable Law. (c) If any indemnified party desires to assert any claim for indemnification provided for under this Article X other than a claim in respect of, arising out of or involving a Third-Party Claim, such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the information then available to such indemnified party, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof), of such claim promptly after becoming aware of the existence of such claim, and in any event, prior to the expiration of the applicable survival period.

Procedures Relating to Indemnification. (a) Any party seeking In order for an Indemnitee to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim made by any Person who is not an Indemnitee against such right Indemnitee (a "Third Party Claim"), such Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim reasonably promptly, and in any event within 20 days after receipt by such Indemnitee of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is shall have been actually and materially prejudiced by as a result of such failure. With ; provided, further, however, that no such notice shall need to be given by any B&W Indemnitee with respect to Third Party Claims arising as a result of any recovery or indemnification sought Action pending as of the date of this Agreement. After any required notification (if applicable), the Indemnitee shall deliver to the Indemnifying Party, promptly 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. (b) If a Third Party Claim is made against an Indemnified Party from Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee; provided, however, that (i) the Indemnifying Party shall not be entitled to assume such defense unless it first acknowledges in writing its obligation hereunder to indemnify the Indemnitee with respect to all material elements of such Third Party Claim and (ii) the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim if (but only to the extent that) the Indemnitee reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defenses). Except as set forth below, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate, at its own expense, in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense; provided, however, that an Indemnitee may reassume control of any defense if the Indemnitee reasonably believes that the Indemnifying Party does not have the financial capability to fully indemnify the Indemnitee for the Indemnifiable Losses that may be incurred by the Indemnitee as a result of the applicable Third Party Claim or if the Indemnifying Party fails to diligently prosecute the defense of such Third Party Claim within 20 calendar days after receipt of written notice of such failure to prosecute by the Indemnitee. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has not assumed the defense thereof, (ii) as a result of the retention of control pursuant to the proviso to the first sentence of this Section 5.03(b) or (iii) following the reassumption of control of any defense pursuant to the proviso to the preceding sentence. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines cannot be separated from any related claim for money damages. If such equitable or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages and, in such event, the Indemnifying Party shall continue to be liable for the reasonable fees and expenses of counsel employed by the Indemnitee with respect to the portion of the defense of such Third Party Claim that the Indemnifying Party has not assumed. The indemnification required by Section 5.01 or 5.02, as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when invoices are received or the Indemnifiable Loss is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim (i) all the parties hereto reasonably necessary or appropriate for such defense or prosecution shall cooperate in the defense or prosecution thereof, which cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, (ii) the Indemnifying Party shall keep the Indemnitee reasonably informed of all significant developments in connection with the defense or prosecution of such Third Party Claim and (iii) the Indemnitee shall agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) and which by its terms obligates the Indemnifying Party to pay the full amount of Liability of the Indemnitee in connection with such Third Party Claim; provided, however, that, unless the Indemnitee in its sole discretion otherwise consents in writing, the Indemnifying Party shall not consent to entry of any Judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its affiliates (other than the Indemnifying Party and its Subsidiaries) or their respective properties or (y) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all Liability with respect to such claim. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee shall not admit any Liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent. (c) In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of a claim that does not involve a Third Party Claim, if the Indemnitee shall deliver notice of such claim (in reasonably sufficient detail to enable the Indemnifying Party does not notify the Indemnified Party within thirty (30to evaluate such claim) days from its receipt of the notice from the Indemnified Party that with reasonable promptness to the Indemnifying Party disputes Party. The failure by any Indemnitee to give such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent that the Indemnifying Party is shall have been actually and materially prejudiced by as a result of such failure. If the Indemnifying Party acknowledges in writing has disputed its obligation Liability with respect to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then claim the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so resolved by litigation, subject to the Indemnified Party within fifteen (15) days provisions of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. SimilarlySection 6.09, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent an appropriate court of the Indemnified Partycompetent jurisdiction.

Procedures Relating to Indemnification. (a) Any party seeking In order for any Indemnified Party to be entitled to any indemnification provided for under Section 6.01 this Agreement arising out of a claim made by any Person against the Indemnified Party (an a “Indemnified PartyThird-Party Claim”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which ), such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating must notify the Indemnifying Party in writing (and in reasonable detail the factual basis detail) of the claim Third-Party Claim promptly (but in no event more than 10 days) following receipt by such Indemnified Party of notice of the Third-Party Claim. The failure to so notify shall not relieve the Indemnifying Party of any liability it (or they) may have to such Indemnified Party if such failure does not prejudice the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the extent known Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party, and containing a reference Party relating to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Third-Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If a Third-Party Claim is made against an Indemnified Party shall receive notice of any claim or demand asserted by a third party (eachParty, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to participate in the defense thereof and, if the Indemnifying Party acknowledges its responsibility to indemnify the Indemnified Party as provided in this Agreement with respect to Losses incurred by the Indemnified Party with respect to such Third-Party Claim, the Indemnifying Party may elect to assume and control of the defense of such Third Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredClaim, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate expense with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required counsel selected by the Indemnifying Party. Similarly; provided, in the event however, that such counsel is not reasonably objected to by the Indemnified Party. Should the Indemnifying Party is, directly or indirectly, conducting so elect to assume control of the defense against any such of a Third Party Claim, the Indemnifying Party shall cooperate with not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and make available to employ counsel (not reasonably objected to by the Indemnifying Party), at its own expense, separate from the counsel employed by the Indemnifying Party (it being understood that the Indemnifying Party shall control such defense). The Indemnified Party shall be entitled to reimbursement for all costs, fees and expenses (including the 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 the Third-Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third-Party Claim, all the Indemnified Parties shall, at the Indemnifying Party’s expensecost, cooperate in all such witnesses, records, materials and information material respects in the defense or prosecution thereof. Such cooperation at the Indemnifying Party’s possession or under cost shall include the retention and (upon the Indemnifying Party’s control relating thereto as is request) the provision to the Indemnifying Party of records and information that are reasonably required by the Indemnified Party. No such Third Party Claim may be settled requested by the Indemnifying Party or that are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, (x) the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third-Party Claim without the Indemnifying Party’s prior written consent consent, not to be unreasonably withheld, and (y) the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim on a basis that would result in the imposition of a judgment that would restrict the future activity or conduct of the Indemnified Party or any subsidiary or affiliate thereof. (c) In the event any Indemnified Party should have a claim against the Indemnifying Party under Section 8.1 that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly (but in no event more than 30 days) following discovery by the Indemnified Party of such claim to the Indemnifying Party. The failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not prejudice the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim, prior to any party’s seeking any relief at law, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute for a period of at least 60 days after the Indemnifying Party’s receipt of the Indemnified Party’s notice. (d) Any valid claim for indemnification under this Agreement shall describe the claim in reasonable detail, include copies of any material written evidence thereof and indicate the estimated amount of such claim. (e) Each Indemnified Party shall make commercially reasonable efforts to mitigate any claim of liability that an Indemnified Party asserts under this Article VIII. In the event that an Indemnified Party shall fail to make such commercially reasonable efforts to mitigate any claim or liability, then notwithstanding anything else to the contrary contained herein, CSL shall not be required to indemnify any Indemnified Party for any Loss that could reasonably be expected to have been avoided if the Indemnified Party had made such efforts. All costs of mitigation and all damages to an Indemnified Party related thereto shall be the liability of the Indemnifying Party.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Partyindemnified party”) shall promptly give to be entitled to any indemnification from the Party from whom indemnification is being sought other party (an the “Indemnifying Partyindemnifying party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed any Loss made by any person, firm, governmental authority or arises; provided that corporation against the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third indemnified party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI), such indemnified party must notify the indemnifying party in writing of the Third Party Claim within thirty fourteen (3014) days after receipt by such indemnified party of written notice of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent that the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. If Thereafter, the Indemnifying indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party acknowledges Claim. The indemnifying party will be entitled to participate in the defense of a Third Party Claim made against an indemnified party and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, with respect to such assumption, (a) such counsel is reasonably acceptable to the indemnified party and (b) the indemnifying party first admits in writing its obligation liability to indemnify the Indemnified indemnified party with respect to all material elements of such claim and notifies the indemnified party of its intention to assume such defense within sixty (60) days of receipt of notice of a Third Party hereunder against Claim. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the indemnified party for any Losses that legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third Party Claim, the indemnified party (x) will cooperate in all reasonable respects with the indemnifying party in connection with such defense, (y) will not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party’s prior written consent and (z) will agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may result from recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, then which releases the Indemnifying Party shall be entitled to assume and control the defense of indemnified party completely in connection with such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention which does not obligate the indemnified party to do so take or forbear to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expensetake any action. In the event that the Indemnifying Party exercises indemnifying party shall assume the right to undertake defense of any such defense against any such Third Party Claim as provided above, the Indemnified Party indemnified party shall cooperate with the Indemnifying Party be entitled to participate in (but not control) such defense and make available to with its own counsel at its own expense. If the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting indemnifying party does not so assume the defense against of any such Third Party Claim, the Indemnifying Party shall cooperate with indemnified party may defend the Indemnified Party same in such defense manner as it may deem appropriate; provided, that the indemnified party may not settle such claim or litigation on such terms as the indemnified party may deem appropriate, and make available the indemnifying party shall have no obligation to reimburse the indemnified party for such settlement, until after giving notice of same to the Indemnified Party, at indemnifying party and the Indemnifying Party’s expense, all such witnesses, records, materials and information in indemnifying party shall have accepted the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent terms of the Indemnified Partysettlement set forth therein or failed to object to such settlement terms within thirty (30) days of such notice.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an the “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Claim made by any Person against the Indemnified Party from whom (a “Third Party Claim”), such Indemnified Party must notify the party responsible for providing indemnification is being sought hereunder (an the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third Party Claim within 10 business days after receipt by such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis written notice of the claim to the extent known Third Party Claim (including copies of all notices and documents (including court papers) received by the Indemnified Party, and containing a reference Party relating to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesThird Party Claim)); provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve If a Third Party Claim, if the Indemnifying Party does not notify the Claim is made against an Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claimParty, the Indemnifying Party shall be deemed entitled to have accepted participate in the defense thereof and, if it so chooses and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that may result from such counsel is not reasonably objected to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, then the Indemnifying Party shall not be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so liable to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of for legal expenses subsequently incurred by the Indemnified Party in its sole and absolute discretion for connection with the same counsel to represent both defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the Indemnifying Party), at its own expense, separate from the counsel employed by the Indemnifying Party, then it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which have given notice of the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above) and as otherwise set forth in this Section 10.6. If the Indemnifying Party so elects to assume the defense of any Third Party Claim, the Indemnified Party Parties shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information with the Indemnifying Party in the Indemnified Party’s possession defense or under prosecution thereof. Such cooperation shall include the Indemnified Party’s control relating thereto as is reasonably required by retention and (upon the Indemnifying Party. Similarly, in ’s request) the event provision to the Indemnified Indemnifying Party is, directly or indirectly, conducting the defense against any of records and information which 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. Whether or not the Indemnifying Party shall cooperate have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnifying Party completely in connection with such Third Party Claim and which would not otherwise adversely affect 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 fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if (i) the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages or (ii) if (A) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel, or (B) as evidenced by the opinion of counsel, different defenses would be available to the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all action such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s that a conflict of interest exists that makes control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without not advisable. In such an event, the prior written consent Indemnified Party shall be entitled to, with respect to clause (i), assume the defense of the Indemnified Partyportion relating to money damages and, with respect to clause (ii), assume the defense of the entire proceeding. The indemnification required by Sections 10.1, 10.2 and 10.3 shall be made by periodic payments of the amount thereof during the course of the investigation, remediation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. All Claims under Sections 10.1, 10.2, or 10.3 other than Third Party Claims shall be governed by Section 10.7 below.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim (other than relating to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement Taxes) in respect of, arising out of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve involving a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted made by a third any person against the indemnified party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI), within thirty (30) days such indemnified party must notify the indemnifying party of the Third Party Claim reasonably promptly and in any event within 30 days after receipt by such indemnified party of such notice, the Indemnified Party shall give the Indemnifying Party written notice of such the Third Party Claim; provided provided, however, that the failure to provide give such notice notification within such period shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent that the Indemnifying Party is indemnifying party shall have been actually materially prejudiced by as a result of such failure. If a Third Party Claim is made against an indemnified party, the Indemnifying Party acknowledges indemnifying party shall be entitled to participate in writing the defense thereof and, if it so chooses at its sole cost and upon written notice to the indemnified party acknowledging its obligation to indemnify the Indemnified indemnified party therefore in accordance with the terms of this Agreement (including this Section 6), to assume the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of a Third Party hereunder against Claim, 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. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any Losses that may result from period during which the indemnifying party has failed to assume the defense thereof. If the indemnifying party so elects to assume the defense of any Third Party Claim, the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s reasonable request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, then and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and which would not otherwise materially adversely affect the indemnified party. The indemnified party shall have the right to settle any Third Party Claim the defense of which shall not have been assumed by the indemnifying party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume and control the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim at its expense and through counsel of its choice Claim) if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided aboveseeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party indemnified party, and the indemnified party shall cooperate with have the Indemnifying Party in such defense sole and make available exclusive right to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settle any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably . The indemnification required by the Indemnified Party. No such Third Party Claim may Sections 6(a) and 6(b) shall be settled made by the Indemnifying Party without the prior written consent periodic payments of the Indemnified Partyamount thereof during the course of the investigation or defense, as and when bills are received or Loss is incurred.

Procedures Relating to Indemnification. In order for a party (athe ---------------------------------------- "indemnified party") Any party seeking to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of ------------------ this Agreement in respect of, arising out of which or involving a claim or demand made by any person against the indemnified party (a "Third Party Claim"), such right ----------------- indemnified party must notify the indemnifying party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI -------- ------- indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indem-nified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days after the indemnified party's receipt thereof, copies of all notices and documents (includ-ing court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is materially prejudiced made against an indemni-fied party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided that such failurecounsel is not reasonably objected to by -------- the indemnified party. With respect Should the indemnifying party so elect to any recovery or indemnification sought by an Indemnified Party from assume the Indemnifying Party that does not involve defense of a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third indemnifying party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except be liable to the extent that indemnified party for legal expenses subse-quently incurred by the Indemnifying Party is materially prejudiced by such failureindemnified party in connection with the defense thereof. If the Indemnifying Party acknowledges in writing its obligation to indemnify indemnifying party assumes such defense, the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party indemnified party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises have the right to undertake participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnify-ing party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any such period during which the indemnifying party has failed to assume the defense against any such thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the Indemnified Party indemnified parties shall cooperate with the Indemnifying Party indemnifying party in such the defense or prose-cution thereof. Such cooperation shall include the reten-tion and make available (upon the indemnifying party's request) the provi-sion to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials indemnifying party of records and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is which are reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any 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. Whether or not the Indemnifying indemnify-ing party shall have assumed the defense of a Third Party Claim, the indemnified party shall cooperate not admit any liability with the Indemnified Party in such defense and make available to the Indemnified Partyrespect to, at the Indemnifying Party’s expenseor settle, all such witnessescompromise or discharge, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party shall have assumed the defense of a Third Party Claim, the indem-nified party shall agree to any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the Indemnified Partyliability in connection with such Third Party Claim, which releases the indemnifying party completely in connection with such Third Party Claim and which would not otherwise adversely affect the indemnified party. (a) other than Third Party Claims shall be governed by Section 6.12(e).

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an “the "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which a claim or demand made by any Person against the Indemnified Party (a "Third-Party Claim"), such right Indemnified Party must notify the indemnifying party (the "Indemnifying Party") and the Representative (if the Indemnifying Party is a Seller) in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third-Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third-Party Claim; provided that the failure to provide give such notice shall notification on a timely basis will not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially will have been prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from will promptly deliver to the Indemnifying Party that does not involve a Third copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim, if . (b) The Indemnifying Party shall have 30 days from the date on which the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of received the notice from delivered pursuant to Section 10.05(a) to notify the Indemnified Party that the Indemnifying Party disputes such claim, desires to assume the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim defense or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days prosecution of the receipt of such notice, the Indemnified Third-Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from Claim and any litigation resulting therefrom with counsel of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failurechoice. If the Indemnifying Party acknowledges assumes the defense of such claim in writing its obligation to indemnify accordance herewith: (i) the Indemnified Party hereunder against any Losses that may result from retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Third-Party Claim, then but the Indemnifying Party shall be entitled to assume and control the investigation, defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen settlement thereof; (15ii) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled not file any papers or consent to retain its own counsel in each jurisdiction for which the Indemnified entry of any judgment or enter into any settlement with respect to such Third-Party determines counsel is required, at Claim without the prior written consent of the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense ; and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, (iii) the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available not consent to the Indemnified Party, at the Indemnifying Party’s expense, all entry of any judgment or enter into any settlement with respect to such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party unless the judgment or settlement provides solely for the payment of money, the Indemnifying Party makes such payment (subject to the applicable limitations contained herein) and the Indemnified Party receives an unconditional release of the applicable Indemnified Party. The Indemnifying Party and Indemnified Party shall act in good faith in responding to, defending against, settling or otherwise dealing with Third-Party Claims, and reasonably cooperate in any such defense and give each other reasonable access to all information relevant thereto. (c) If the Indemnifying Party does not assume the defense of such Third-Party Claim within 30 days of receipt of the notice delivered pursuant to Section 10.05(a), the Indemnified Party will be entitled to assume such defense upon delivery of notice to such effect to the Indemnifying Party; provided, however, that (i) the Indemnifying Party shall have the right to participate in the defense of the Third-Party Claim at its sole cost and expense; (ii) the Indemnified Party shall keep the Indemnifying party informed on a current basis of all developments and settlement offers and reasonably consult with the Indemnifying Party regarding the defense of the Third-Party Claim, and (iii) the Indemnified Party shall not settle such Third-Party Claim without first obtaining the written consent of the Indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, the failure of the Indemnifying Party to assume the defense of a Third-Party Claim shall not relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party under this Article X. (d) The Indemnified Party shall, and shall cause its respective subsidiaries to, provide reasonable cooperation with the Indemnifying Party in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which an Indemnified Party is seeking indemnification pursuant to this Article X including, but not limited to, by providing reasonable access to books, records, employees and officers (including as witnesses). The Representative will act on behalf of all Indemnifying Parties in the case of all Third-Party Claims with respect to which Buyer is seeking indemnification pursuant to Section 10.02 (with each Seller responsible for its pro rata portion, based on such Seller's directly or indirectly held Units immediately prior to Closing, of the Representative's costs and expenses in undertaking such representation); provided that the fees and expenses of the Representative may be reimbursed, when and as incurred, from the Indemnity Escrow Funds, to the extent of available funds.

Procedures Relating to Indemnification. (a) Any In order for a party seeking to be entitled to seek any indemnification provided for under Section 6.01 this Agreement (such party, the “Claiming Party”), in respect of a claim or demand made against the Claiming Party by any Person who is not a party to this Agreement or an Affiliate thereof (a “Indemnified Third-Party Claim”), such Claiming Party must notify the party to this Agreement that is or may be required to provide indemnification hereunder (the “Defending Party”) shall in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible but in any event within fifteen (15) Business Days after receipt by such Claiming Party of notice of the Third-Party Claim (or within such shorter time as may be necessary to give the Defending Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which a reasonable opportunity to respond to and defend such Indemnified Third-Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesClaim); provided that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Defending Party is materially shall have been prejudiced by as a result of such failure. With respect Thereafter, the Claiming Party shall deliver to any recovery or indemnification sought the Defending Party, within five (5) Business Days after the Claiming Party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified the Claiming Party from relating to the Indemnifying Party that does not involve a Third Third-Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified a Third-Party shall receive notice of any claim or demand asserted by Claim is made against a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeClaiming Party, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Defending Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (subject to a reservation of rights) with counsel selected by the Defending Party and control reasonably satisfactory to the Claiming Party by giving notice to the Claiming Party of its election to assume the defense of such Third the Third-Party Claim at its expense and through counsel of its choice if it no later than twenty (20) Business Days after the Claiming Party gives notice of its intention the assertion of a Third-Party Claim under Section 9.05(a). Should a Defending Party so elect to do assume the defense of a Third-Party Claim, (A) the Defending Party shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Claiming Party within fifteen for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof, (15B) days of the receipt no compromise or settlement of such notice Third-Party Claim may be effected by the Defending Party without the Claiming Party’s consent (not to be unreasonably withheld, conditioned or delayed) unless (x) there is no finding or admission of any violation by the Claiming Party of any Law or any rights of any Person, and (y) the Claiming Party receives a full release of and from the Indemnified Party; provided that that if there exists Third-Party Claim, and (C) the Claiming Party shall have no liability with respect to any compromise or is reasonably likely settlement of such claims effected without its consent (not to exist a conflict of interest that would make it inappropriate be unreasonably withheld, conditioned or delayed). If the Defending Party assumes such defense in accordance with this Section 9.05(b), the Claiming Party shall have the right to participate in the judgment of defense thereof and to employ counsel, at its own expense, separate from the Indemnified Party in its sole and absolute discretion for counsel employed by the same counsel to represent both the Indemnified Party and the Indemnifying Defending Party, then it being understood, however, that the Indemnified Defending Party shall control such defense. The Defending Party shall be entitled to retain its own liable for the fees and expenses of counsel in each jurisdiction employed by the Claiming Party for any period during which the Indemnified Defending Party determines counsel is required, at has not assumed the Indemnifying Party’s expense. In defense thereof. (c) If the event that Defending Party does not assume the Indemnifying Party exercises the right to undertake any such defense against any such Third of a Third-Party Claim as provided abovein accordance with Section 9.05(b), or if the Indemnified Defending Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting does not diligently conduct the defense against any such Third of the Third-Party Claim, the Indemnifying Claiming Party may conduct the defense of the Third-Party Claim at the expense of the Defending Party (not to be unreasonably withheld, conditioned or delayed). The Claiming Party shall cooperate with the Indemnified Party in not effect any settlement or compromise any such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Defending Party. (d) Any claim under this Article 9 for any matter involving a Third-Party Claim shall, upon being finally determined pursuant to the terms of this Article 9. be paid first from the General Escrow Account, in accordance with the terms of the Escrow Agreement following resolution thereof in accordance with the terms hereof, and then to the extent such claim exceeds the amount of funds available in the General Escrow Account (and subject to all applicable limitations under this Article 9), paid promptly by Seller. (e) With respect to any Third-Party Claim subject to this Article 9, all parties hereto shall (i) cooperate (at their respective expense) in good faith with each other to ensure the proper and adequate defense or prosecution of such Third-Party Claim and (ii) keep the other party informed of the stages thereof where such Person is not represented by its own counsel. (f) A claim under this Article 9 for any matter not involving a Third-Party Claim may be made by notice to the Defending Party, and shall, upon being finally determined pursuant to the terms of this Article 9, first be paid from the General Escrow Account, in accordance with the terms of the Escrow Agreement, promptly after such notice, and then to the extent such claim exceeds the amount of funds available in the General Escrow Account (and subject to all applicable limitations under this Article 9), paid promptly by Seller, unless in each case the Defending Party shall object to such claim in writing within forty five (45) days following such notice.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 Subject to the limitations set forth elsewhere in this Article 5, in order for any Person (an such Person the “Indemnified Claiming Party”) shall promptly give the Party from whom to be entitled to indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification recovery under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which a claim or demand made by any Person (other than any Affiliate of Buyer) against the Claiming Party (a “Third Party Claim”), such right Claiming Party will notify Buyer (in cases of claims for indemnification is claimed under Section 5.02) or arisesthe Sellers’ Representative (in cases of claims for indemnification under Section 5.03) (in either case, the “Defending Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Claiming Party of notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice shall notification on a timely basis will not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification or escrow recovery, except to the extent the Indemnifying Defending Party is will have been actually and materially prejudiced by as a result of such failure. With respect Thereafter, the Claiming Party will deliver to any recovery or indemnification sought the Defending Party, reasonably promptly after the Claiming Party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified the Claiming Party from relating to the Indemnifying Third Party that does not involve Claim. (b) If a Third Party ClaimClaim is made against a Claiming Party, the Defending Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the Indemnifying defense thereof with reputable counsel selected by the Defending Party, so long as the requirements of this Section 5.05(b) remain true: (i) the Defending Party does not notify notifies the Indemnified Claiming Party within thirty (30) days after the Claiming Party has given written notice of a Third Party Claim to the Defending Party (unless in such notice the Claiming Party certifies, in good faith, that the failure to assume such defense within fifteen (15) days would materially prejudice the Claiming Party by a delay in assuming the defense beyond fifteen (15) days, in which case, the Claiming Party will have the right to assume the defense subsequent to the expiration of such fifteen (15) day period if the Defending Party fails to so assume the defense thereof), that the Defending Party is assuming the defense of such Third Party Claim; and (ii) the Defending Party conducts the defense of the Third Party Claim in an active and diligent manner; provided, however, that the Defending Party will not be entitled to assume the defense (unless otherwise agreed to in writing by the Claiming Party) if (x) the Third Party Claim relates to any criminal proceeding, action, indictment, allegation or investigation, or (y) seeks an injunction or other equitable relief against the Indemnified Party; provided further, that if a Company is the Defending Party, then such Defending Party will not be entitled to assume the defense (unless otherwise agreed to in writing by the Claiming Party) if the Third Party Claim is against a customer of the Buyer or Buyer’s Affiliates. Should a Defending Party so elect to assume the defense of a Third Party Claim, the Defending Party will not be liable to the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof unless the employment of separate counsel will have been authorized in writing by the Defending Party in connection with the defense of such Third Party Claim. If the Defending Party assumes such defense, the Claiming Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Defending Party, it being understood, however, that the Defending Party will control such defense (including any settlement with respect thereto); provided, however, that the Defending Party will obtain the prior written consent of the Claiming Party (which will not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of the Third Party Claim if such resolution would involve anything other than the payment of monetary damages in an amount less than the amount remaining in the Escrow Account and does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Claiming Party and all of its Affiliates and representatives from all liability with respect thereto. If the Defending Party chooses to defend any Third Party Claim, then all the parties hereto will cooperate in all reasonable respects in the defense or prosecution of such Third Party Claim, including by retaining and (upon the Defending Party’s request) providing to the Defending Party all records and information which 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 Sellers’ Representative will act on behalf of all Defending Parties in the case of all Third Party Claims with respect to which Buyer is seeking indemnification pursuant to Section 5.03(a)(i) or funds from the Escrow Account under Section 5.04. Whether or not the Sellers’ Representative will have assumed the defense of a Third Party Claim, neither Buyer nor any of its Affiliates will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim for which any sums are recoverable from the Escrow Account without the prior written consent of the Sellers’ Representative (which will not be unreasonably withheld, conditioned or delayed). (c) In any case in which a Claiming Party seeks indemnification or recovery from the Escrow Account under this Agreement not arising out of a Third Party Claim (a “Direct Claim”), the Claiming Party will notify the Defending Party in writing of any Losses that such Claiming Party claims are subject to indemnification or recovery from the Escrow Account under the terms of this Agreement. The notice will describe the indemnification sought in reasonable detail to the extent known, shall include copies of written evidence thereof (to the extent reasonably available), and will indicate the amount (estimated, if necessary, and if then estimable) of the Loss that has been or may be suffered. Subject to the limitations set forth in Section 5.04(b) and this Section 5.05, the failure of the Claiming Party to exercise promptness in such notification will not amount to a waiver of such Direct Claim unless and only to the extent that the resulting delay actually materially and adversely prejudices the position of the Defending Party with respect to such Direct Claim. The Defending Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. If the notice from the Indemnified Defending Party that the Indemnifying Party disputes does not so respond within such claimthirty (30)-day period, the Indemnifying Defending Party shall be deemed to have accepted such Direct Claim and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim to have conclusively acknowledged his, her, or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Claiming Party hereunder with respect to all Losses imposed on, sustained, incurred or suffered by the Claiming Party or asserted against any Losses that may result from such Third the Defending Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense in respect of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Direct Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) Any In order for an indemnified party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim (other than relating to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement Taxes) in respect of, arising out of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve involving a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted made by a third any person against the indemnified party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI), within thirty (30) days such indemnified party must notify the indemnifying party of the Third Party Claim reasonably promptly and in any event within 30 days after receipt by such indemnified party of such notice, the Indemnified Party shall give the Indemnifying Party written notice of such the Third Party Claim; provided provided, however, that the failure to provide give such notice notification within such period shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent that the Indemnifying Party is indemnifying party shall have been actually materially prejudiced by as a result of such failure. If a Third Party Claim is made against an indemnified party, the Indemnifying Party acknowledges indemnifying party shall be entitled to participate in writing the defense thereof and, if it so chooses at its sole cost and upon written notice to the indemnified party acknowledging its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimindemnified party therefore in accordance with the terms of this Agreement (including this Section 6), then the Indemnifying Party shall be entitled to assume and control the defense thereof with counsel selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party indemnifying party shall cooperate not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the Indemnified Party defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in such the defense thereof and make available to the Indemnified Partyemploy counsel, at the Indemnifying Party’s its own expense, all such witnesses, records, materials and information in separate from the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required counsel employed by the Indemnified Partyindemnifying party. No such Third Party Claim may The indemnifying party shall be settled liable for the fees and expenses of counsel employed by the Indemnifying Party without indemnified party for any period during which the prior written consent of the Indemnified Party.indemnifying party has failed to 16

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 In order for a Buyer Indemnitee (an such Buyer Indemnitee, the “Indemnified Claiming Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably to be expected entitled to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which a claim or demand made by any Person against the Claiming Party (a “Third Party Claim”), such right Claiming Party shall promptly notify the Sellers (the “Defending Party”) in writing of indemnification is claimed or arisesthe Third Party Claim after receipt by such Claiming Party of notice of the Third Party Claim; provided that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any indemnification obligations of its obligations under this Article VI the Sellers provided hereunder except to the extent the Indemnifying Defending Party is shall have been actually and materially prejudiced by as a result of such failure. With respect Thereafter, the Claiming Party shall promptly deliver to any recovery or indemnification sought the Defending Party after the Claiming Party’s receipt thereof, copies of all material notices and documents (including court papers) received by an Indemnified the Claiming Party from the Indemnifying Party that does not involve a Person making the Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified a Third Party Claim is made against a Claiming Party, the Defending Party shall receive be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with recognized counsel selected by the Defending Party and approved by the Claiming Party (such approval not to be unreasonably withheld, conditioned or delayed), so long as the requirements of this Section 5.05(b) remain true: (i) the Defending Party notifies the Claiming Party within 15 days after the Claiming Party has given written notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise Claim to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, Defending Party that the Indemnified Defending Party shall give is assuming the Indemnifying Party notice defense of such Third Party Claim; and (ii) the Defending Party conducts the defense of the Third Party Claim in an active and diligent manner; provided that the failure to provide such notice Defending Party shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such (unless otherwise agreed to in writing by the Claiming Party) if (x) the Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention relates to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists any criminal proceeding, action, indictment, allegation or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.investigation

Procedures Relating to Indemnification. (a) Any party seeking In order for the GoAmerica Indemnitees to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in respect of, arising out of or involving a claim made by any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization governmental body or other entity who is not a GoAmerica Indemnitee against a GoAmerica Indemnitee (a "Third Party Claim"), such GoAmerica Indemnitee must notify the Seller (the "Indemnifying Party") in writing, and in reasonable detail the factual basis detail, of the claim Third Party Claim promptly but in any event within ten (10) business days after receipt of notice of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent known the Seller shall have been prejudiced as a result of such failure. After any required notification (if applicable), the GoAmerica Indemnitee shall deliver to the Seller, promptly but in any event within five (5) business days, after the GoAmerica Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified GoAmerica Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against a GoAmerica Indemnitee, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the GoAmerica Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the GoAmerica Indemnitee for any legal expenses subsequently incurred by the GoAmerica Indemnitee in connection with the defense thereof; provided that if, under applicable standards of professional conduct (as advised in writing by counsel to the Indemnifying Party), a conflict on any significant issue between the GoAmerica Indemnitee and the Indemnifying Party exists in respect of such Third Party Claim, the Indemnifying Party shall pay the reasonable fees and expenses of one such additional counsel to act with respect to such issue as may be required to be retained in order to resolve such conflict. If the Indemnifying Party assumes such defense, the GoAmerica Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and containing expenses of counsel employed by the GoAmerica Indemnitee for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the GoAmerica Indemnitee shall have failed to give notice of the Third Party Claim as provided above and a reference reasonable period after such notice). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof, which cooperation shall include the retention and the provision to the provisions Indemnifying Party of records and information which 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. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the GoAmerica Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Liability in connection with such Third Party Claim; provided, however, that, without the GoAmerica Indemnitee's consent (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (i) that provides for injunctive or other nonmonetary relief affecting the GoAmerica Indemnitee or (ii) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such GoAmerica Indemnitee of a release from all Liability with respect to such claim. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the GoAmerica Indemnitee shall not admit any Liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent. (c) In order for a GoAmerica Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party a claim that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt GoAmerica Indemnitee shall deliver written notice of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, in reasonable detail, with reasonable promptness to the Indemnifying Party. The failure by any GoAmerica Indemnitee to so notify the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release relieve the Indemnifying Party from any of its obligations Liability which it may have to such GoAmerica Indemnitee under this Article VI Agreement, except to the extent that the Indemnifying Party is materially shall have been actually prejudiced by such failure. Any notice pursuant to this Section 8.2(c) shall contain a statement, in prominent and conspicuous type, that if the Indemnifying Party does not dispute its Liability to the GoAmerica Indemnitee with respect to the claim made in such notice (the "Claim") by notice to the GoAmerica Indemnitee prior to the expiration of a 30-calendar-day period following the Seller on behalf of the Indemnifying Party's receipt of the second notice of the Claim, the Claim shall be conclusively deemed a Liability of the Indemnifying Party. If the GoAmerica Indemnitee has provided the Indemnifying Party two such notices not less than thirty (30) days apart and the Indemnifying Party does not notify the GoAmerica Indemnitee prior to the expiration of a 30-calendar-day period following its receipt of the second such notice that the Indemnifying Party disputes its Liability to the GoAmerica Indemnitee under this Agreement, the Claim shall be conclusively deemed a Liability of the Indemnifying Party under this Agreement and the Indemnifying Party shall pay the amount of such Liability to the GoAmerica Indemnitee on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of the Claim (or any portion thereof) becomes finally determined. If the Indemnifying Party acknowledges in writing has timely disputed its obligation liability with respect to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party and the GoAmerica Indemnitee shall proceed in good faith to negotiate a resolution of the Claim and, if the Claim is not resolved through negotiations, such defense and make GoAmerica Indemnitee shall be free to pursue such remedies as may be available to enforce the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any rights of such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyindemnitees hereunder.

Procedures Relating to Indemnification. (a) Any party A Party seeking indemnification under pursuant to Section 6.01 8(b) and Section 8(c), (an “"Indemnified Party”") shall promptly give prompt notice to the Party from whom such indemnification is being sought (an “the "Indemnifying Party”") notice of the assertion of any matter which such Indemnified Party has determined has given claim or would reasonably be expected to give rise to assessment, or the commencement of any action, suit, audit or proceeding, by a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement third party in respect of which indemnity may be sought hereunder (a "Third Party Claim") and will give the Indemnifying Party such right of indemnification is claimed or arisesinformation with respect thereto as the Indemnifying Party may reasonably request; provided PROVIDED, HOWEVER, that the no failure to provide give such notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article VI liability hereunder (except to the extent the Indemnifying Party is materially prejudiced by such failurehas suffered actual prejudice thereby). With respect to any recovery or indemnification sought by an Thereafter, the Indemnified Party from shall deliver to the Indemnifying Party, 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 that does not involve a relating to the Third Party Claim, if the . The Indemnifying Party does not notify shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days from its of receipt of the notice from the Indemnified Party that of the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice commencement of or assertion of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense Claim, using counsel selected by the Indemnifying Party and through counsel reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of its choice if it gives notice of its intention to do so a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of for legal expenses subsequently incurred by the Indemnified Party in its sole and absolute discretion for connection with the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expensedefense thereof. In the event that Regardless of whether the Indemnifying Party exercises the right elects to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense against of any such Third Party Claim, the Indemnifying Indemnified Party shall cooperate not admit any liability with the Indemnified Party in such defense and make available to the Indemnified Partyrespect to, at the Indemnifying Party’s expenseor settle, all such witnessescompromise or discharge, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may without the Indemnifying Party's prior written consent, which shall not be settled by unreasonably withheld, delayed or conditioned and the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned unless such settlement or judgment involved only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, 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, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information which 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, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating Article XII in respect of, arising out of or involving a claim or demand made by any person (other than a party hereto or Affiliate thereof) against the indemnified party (a "Third-Party Claim"), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the Third-Party Claim, including an estimate of the Losses actually incurred to date, the amount of such claim and the basis thereof and including copies of all applicable documents relating to such claim promptly after receipt by such indemnified party of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except (i) to the extent known the indemnifying party shall have been actually and materially prejudiced as a result of such failure, and then only to such extent, or (ii) if the applicable survival period contemplated by Section 12.01 has expired. The indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Partyindemnified party relating to the Third-Party Claim; provided, however, that the failure to deliver such copies shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. (b) If a Third-Party Claim is made against an indemnified party, the indemnifying party will be entitled to participate in the defense thereof (at its expense) and, if it so chooses, within ten (10) days of receiving notice of such claim, to assume the defense thereof (at its expense) with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that the indemnifying party shall not have the right to assume the defense of any Third-Party Claim that (i) is a criminal claim or involves any allegations of criminal wrongdoing or fraud, (ii) is a claim by a Governmental Entity or involves an alleged violation of applicable Law, (iii) seeks injunctive or other non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages and such non-monetary relief is de minimis to the indemnified party), (iv) the indemnified party reasonably believes the potential Losses will be materially in excess of the Adjusted Escrow Funds in the case of Escrow Indemnification Obligations or (v) is a claim in which the indemnifying party is also a party and joint representation would not be advisable due to an actual conflict of interest or there may be meaningful legal defenses available to the indemnified party which are different from or additional to those available to the indemnifying party. (c) Should the indemnifying party have the right to assume the defense of a Third-Party Claim and elect to so assume the defense of such Third-Party Claim, the indemnifying party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the Third-Party Claim involves conflicts of interest or different defenses for the indemnified party and the indemnifying party. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the reasonable fees and expenses of one firm as separate counsel (in addition to any necessary local counsel) employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. (d) If the indemnifying party chooses to defend any Third-Party Claim, all the parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's reasonable request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third-Party Claim, and containing use of all reasonable efforts to make employees available on a reference mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the provisions indemnifying party shall have assumed the defense of this Agreement a Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnifying party may pay, settle or compromise a Third-Party Claim without the written consent of the indemnified party, so long as such settlement (i) includes an unconditional release of the indemnified party from all liability in respect of such Third-Party Claim, (ii) does not subject the indemnified party to any injunctive relief or other equitable remedy or any other obligation other than solely the payment of monetary damages for which the indemnified party will be indemnified hereunder, and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the indemnified party. (e) If an indemnified party shall desire to assert any claim for indemnification provided for under this Article XII other than a claim in respect of, arising out of or involving a Third-Party Claim, such right indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the information then available to such indemnified party), of indemnification is claimed or arisessuch claim, including an estimate of the Losses incurred to date, the amount of such claim and the basis thereof and including copies of all applicable documents relating to such claim promptly after becoming aware of the existence of such claim; provided that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided for hereunder except (i) to the extent the Indemnifying Party is indemnifying party shall have been actually and materially prejudiced by as a result of such failure, and then only to such extent, or (ii) if the applicable survival period contemplated by Section 12.01 has expired. With respect to any recovery or indemnification sought by an Indemnified Party from If the Indemnifying Party that indemnifying party does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party respond to such notice within thirty forty-five (3045) days from after its receipt receipt, it will have no further right to contest the validity or amount of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (bf) If an Indemnified Party The parties agree that the Representative shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss act in all respects under this Article VI, within thirty (30) days of XII as the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Seller Indemnified Party and indemnifying party on behalf of the Indemnifying PartySellers (which, then for the Indemnified Party avoidance of doubt, shall be entitled limited to retain its own counsel in each jurisdiction administrative aspects, such as receiving and agreeing to indemnify for claims, but shall not include financial responsibility, which shall remain the Indemnified Party determines counsel is required, at obligation of the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available Sellers subject to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyterms hereof).

Procedures Relating to Indemnification. (a) Any Promptly after receipt by a party seeking indemnification indemnified under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) 7 or 8 above of written notice of any matter which such Indemnified Party has determined has given loss, claim, damage or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement liability in respect of which indemnity may be sought by it hereunder, such right of indemnification indemnified party will, if a claim is claimed or arises; provided that to be made against an indemnifying party, notify the failure indemnifying party thereof in writing, but the omission so to provide such notice shall notify the indemnifying party will not release relieve the Indemnifying Party indemnifying party from any liability (otherwise than under this Section 7 or 8 hereof, as the case may be) which it may have to the indemnified party. Thereafter, the indemnified party and the indemnifying party shall consult, to the extent appropriate, with a view to minimizing the cost to the indemnifying party of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failurehereunder. With respect to In case any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive indemnified party receives written notice of any claim loss, claim, damage or demand asserted liability in respect of which indemnity may be sought by a third it hereunder and it notifies the indemnifying party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticethereof, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure indemnifying party will be entitled to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except participate therein, and to the extent that it may elect by written notice delivered to the Indemnifying Party is materially prejudiced by such failure. If indemnified party promptly after receiving the Indemnifying Party acknowledges in writing its obligation to indemnify aforesaid notice from the Indemnified Party hereunder against any Losses that may result from such Third Party Claimindemnified party, then the Indemnifying Party shall be entitled to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if the parties against which any loss, claim, damage or liability arises include both the indemnified party and control the indemnifying party and the indemnified party shall have reasonably concluded that the defenses available to it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such counsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its election so to assume the defense of such Third Party Claim at its expense loss, claim, damage or liability and through approval by the indemnified party of counsel, the indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, as the case may be, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of its choice if it gives legal defenses in accordance with the proviso to the next preceding sentence, (ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of its intention to do so to the Indemnified Party within fifteen (15) days commencement of the receipt action or (iii) the indemnifying party shall have authorized in writing the employment of such notice from separate counsel for the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in indemnified party at the judgment expense of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Partyindemnifying party. No such Third Party Claim may be settled by the Indemnifying Party indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and the indemnified party is entitled to indemnity hereunder unless such settlement includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action. No indemnifying party shall be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Offerors on the one hand and the Underwriters on the other from the offering of the Preferred Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Offerors on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equity considerations. The relative benefits received by the Offerors on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Offerors bear to the total underwriting commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Offerors on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Offerors and the Underwriters agree that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Preferred Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute are several in proportion to their respective underwriting obligations and not joint.

Procedures Relating to Indemnification. (ai) Any party Party seeking indemnification under this Section 6.01 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis nature of the claim to the extent known by the Indemnified Partyclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 10.4. (bii) If an Indemnified Party shall receive notice of any claim Legal Proceeding, audit, demand or demand asserted by a third party assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Purchaser Loss or Selling Shareholder Loss under this Article VISection 9.2, within thirty (30) 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI Section 9.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Purchaser Losses or Selling Shareholder Losses, as applicable, that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) five days of the receipt of such notice from the Indemnified Party; provided that provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) Any If an indemnified party seeking shall desire to assert any claim for indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating ARTICLE VII in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto or Affiliate thereof) against the indemnified party (a “Third-Party Claim”), such indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the factual basis information then available to such indemnified party), of the claim to Third-Party Claim promptly after receipt by such indemnified party of written notice of the extent known by the Indemnified PartyThird-Party Claim; provided, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect The indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a Third indemnified party relating to the Third-Party Claim; provided, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party however, that the Indemnifying Party disputes failure to deliver such claim, copies shall not affect the Indemnifying Party indemnification provided hereunder except to the extent the indemnifying party shall be deemed to have accepted and agreed with been actually prejudiced as a result of such claimfailure. (b) If a Third-Party Claim is made against an Indemnified indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses and acknowledges without reservation its obligation to indemnify the indemnified party therefor, it may assume the defense thereof with counsel selected by the indemnified party and reasonably satisfactory to the indemnifying party. Should the indemnifying party so elect to assume the defense of a Third-Party Claim, the indemnifying party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the Third-Party Claim involves potential conflicts of interest or substantially different defenses for the indemnified party and the indemnifying party. If the indemnifying party assumes such defense, the indemnified party shall receive notice have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof and as otherwise contemplated by the two immediately preceding sentences. If the indemnifying party chooses to defend any Third-Party Claim, all the parties hereto shall 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 use reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any claim material provided hereunder. Whether or demand asserted by not the indemnifying party shall have assumed the defense of a third party (each, a “Third Third-Party Claim”, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld or delayed). The indemnifying party may pay, settle or compromise a Third-Party Claim with the written consent of the indemnified party, so long as such settlement includes (A) against it an unconditional release of the indemnified party from all Liabilities in respect of such Third-Party Claim, (B) does not subject the indemnified party to any injunctive relief or which may give rise other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any indemnified party. (c) If an indemnified party shall desire to assert any claim for indemnification provided for under this ARTICLE VII other than a claim for Loss under in respect of, arising out of or involving a Third-Party Claim, such indemnified party shall notify the indemnifying party in writing making specific reference to this Article VISection 7.4(c) of this Agreement, within thirty and in reasonable detail (30) days taking into account the information then available to such indemnified party), of such claim promptly after becoming aware of the receipt existence of such noticeclaim; provided, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided for hereunder except to the extent that the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. If the Indemnifying Party acknowledges in writing indemnifying party does not respond to such notice within 30 days after its obligation receipt, it will have no further right to indemnify contest the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense validity of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyclaim.

Procedures Relating to Indemnification. (a) Any A party (the "indemnified party") seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Purchase Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnified party (a "Third Party Claim") shall notify the indemnifying party in writing of which such right the Third Party Claim within 20 days after receipt by the indemnified party of indemnification is claimed or ariseswritten notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations indemnification provided under this Article VI Purchase Agreement, except to the extent the Indemnifying Party is materially indemnifying party shall actually have been prejudiced by such the failure. With respect Thereafter, the indemnified party shall deliver to any recovery or indemnification sought the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified Party from the Indemnifying Party that does not involve a indemnified party relating to the Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party The indemnifying party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VIhave the right, within thirty (30) 30 days of the receipt of such noticeafter being so notified, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through with counsel of its choice if it gives notice of its intention to do so reasonably satisfactory to the Indemnified Party within fifteen (15) days indemnified party. In any such proceeding the defense of which the receipt of such notice from indemnifying party shall have so assumed, the Indemnified Party; provided that that if there exists or is reasonably likely indemnified party shall have the right to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole participate therein and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for at its own expense unless (i) the indemnified party and the indemnifying party shall have mutually agreed to the retention of such counsel, (ii) the indemnified party shall have received a written opinion of counsel to the effect that there may be one or more legal defenses available to it which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right are different from or additional to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those available to the Indemnifying Partyindemnifying party, or (iii) the named parties to any such proceeding (including the impleaded parties) include both the indemnifying party and the indemnified party, and representation of both parties by the same counsel would be inappropriate in the opinion of the indemnified party's counsel due to actual or potential differing interests between them; in any such case, such separate counsel may be retained by the indemnified party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials indemnifying party's expense (provided that the indemnifying party shall not be required to bear the fees and information in expenses of more than one counsel (plus any local counsel as may be reasonably required) for each group of similarly situated persons). To the Indemnified Party’s possession or under extent that the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any settlement of such a Third Party Claim, the Indemnifying Party defense of which has been assumed by the indemnifying party, involves the payment of money only, the indemnifying party shall cooperate have the right, in consultation with the Indemnified Party in indemnified party, to settle those aspects dealing only with the payment of money, provided that the indemnifying party pays such defense money and make available such settlement includes a general release from the other parties to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled in favor of the indemnified party. In connection with any such defense or settlement, the indemnifying party shall not enter into a consent decree involving injunctive or non-monetary relief or consent to an injunction without the indemnified party's prior written consent. (c) With respect to all Third Party Claims, the indemnified party shall cooperate in all reasonable respects with the indemnifying party in connection with such claims and the defense or compromise of the claims. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information reasonably relevant to the Third Party Claim, making employees available on a mutually convenient basis to provide additional information, and explanation of any material provided under this Purchase Agreement. If the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not, without first waiving the indemnity as to such claim, admit any liability with respect to, or settle, compromise, or discharge, the Third Party Claim, without the indemnifying party's prior written consent. (d) The foregoing provisions of this Section 11.2 shall not apply to matters covered by the Indemnifying Party without provisions of Article VI to the prior written consent extent that the provisions of this Section 11.2 are inconsistent with the Indemnified Partyprovisions of Article VI.

Procedures Relating to Indemnification. (ai) Any party seeking In order for a Person that has rights of indemnification under Section 6.01 this Agreement (each, an “Indemnified Party”) shall promptly give to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party from whom indemnification is being sought (an a “Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) notice in writing, and in reasonable detail, of any matter which the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis notice of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesThird Party Claim; provided that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially shall have been actually prejudiced by as a result of such failure. With respect ; provided further that, for purposes of making claims against the Escrow Amount, written notice to any recovery or indemnification sought by an Indemnified Party from the Representative shall be deemed written notice to the Indemnifying Party that does not involve pursuant to this Section 10F(i). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (ii) If a Third Party ClaimClaim is made against an Indemnified Party, if the Indemnifying Party does not notify shall be entitled to participate in the defense thereof and, if it elects, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days from its receipt of the notice from after the Indemnified Party has given notice of the Third Party Claim of the Indemnifying Party’s election to assume the defense of such Third Party Claim, (b) the Third Party Claim does not predominately seek an injunction or other equitable relief against the Indemnified Party, (c) settlement of, or an adverse judgment with respect to, the Third Party Claim (1) is not, in the good faith, reasonable judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party or (2) in the good faith, reasonable judgment of the Indemnified Party, would not reasonably be expected to materially injure the Indemnified Party’s reputation and future business prospects, and (d) upon a petition by the Indemnified Party, a court of competent jurisdiction has not determined that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed failed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim diligently prosecute or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of defend such Third Party Claim; provided that notwithstanding the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimforegoing, then the Indemnifying Party shall be entitled to assume the defense of any Third Party Claim relating to any Excluded Liability. (iii) If the Indemnifying Party assumes the defense of the Third Party Claim in accordance with this Section 10F, the Indemnified Party may retain separate co-counsel at its sole cost and expense (which costs and expenses shall not be indemnifiable Losses hereunder) and participate in the defense of the Third Party Claim subject to the Indemnifying Party’s right to control the defense thereof. In the event that the Indemnifying Party does not assume and control the defense of a Third Party Claim, the Indemnified Party shall assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is shall reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any contest such Third Party Claim as provided above, the Indemnified Party shall cooperate with the in good faith. (iv) The Indemnifying Party in such defense and make available will not consent to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession entry of any judgment or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against enter into any such Third Party Claim, the Indemnifying Party shall cooperate settlement with the Indemnified Party in such defense and make available respect to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party unless such settlement provides the Indemnified Party with a full and unconditional release from such Third Party Claim. No Indemnifying Party shall admit or permit to be admitted any fault, responsibility or liability on behalf of an Indemnified Party without such Indemnified Party’s consent, which consent may be granted or withheld at Indemnified Party’s sole discretion. (v) If the Indemnifying Party chooses to defend any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which 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. (vi) In the event that the Indemnifying Party has not elected to (or is not able to by operation of Section 10F(ii)) assume control of the defense, the Indemnified Party may defend against and shall reasonably contest such Third Party Claim (and the Indemnified Party shall use its commercially reasonable efforts to consult with, or obtain consent from, the Indemnifying Party in connection therewith), but may not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld). The Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, in each case, subject to the limitations provided in this Agreement.

Procedures Relating to Indemnification. (a) Any In order for a party seeking indemnification under Section 6.01 (an “the "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given provided for under Paragraph 6.1 or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions 6.2 of this Agreement in respect of, arising out of, or involving a Claim (as hereinafter defined) or demand made by any person, firm, governmental authority or corporation against the Indemnified Party (a "Claim" or a "Third Party Claim"), such Indemnified Party shall notify the indemnifying party as soon as practicable following receipt of which such right written notice of indemnification is claimed or arisessaid Third Party Claim; provided provided, however, that the failure to provide give or delay in giving such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been actually prejudiced as a result of such failure or delay. Thereafter, the Indemnified Party is materially prejudiced shall deliver to the indemnifying party, as soon as practicable following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by such failurethe Indemnified Party relating to the Third Party Claim. With In providing notice to the indemnifying party, the Indemnified party acknowledges its responsibility to provide said notice as promptly as possible in order that the indemnifying party shall be able to engage counsel and to submit appropriate answers to any Third Party Claim within the time period required by law. Notice with respect to any recovery or indemnification sought claims must be made by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt dates specified in Paragraph 7 of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claimthis Agreement. (b) If a Third Party Claim is made against an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeParty, the indemnifying party shall assume the defense thereof with counsel selected by the indemnifying party and reasonably acceptable to the Indemnified Party. The Indemnified Party shall give may participate in the Indemnifying Party notice defense of such Third Party Claim; provided that provided, however, the failure indemnifying party will not be liable to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against for legal expenses incurred by the Indemnified Party in connection with such defense subsequent to the assumption thereof by the indemnifying party. The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any Losses that may result from period during which the indemnifying party has not assumed the defense thereof. All of the parties hereto shall cooperate in the defense or prosecution of any Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party's written request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, then the Indemnifying and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnified Party shall be entitled to assume and control the defense of not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the indemnifying party's prior written consent of the Indemnified Partyconsent.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 In order for a Buyer Indemnitee (an such Buyer Indemnitee, the “Indemnified Claiming Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably to be expected entitled to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which a claim or demand made by any Person against the Claiming Party (a “Third Party Claim”), such right Claiming Party shall promptly notify Seller and Parent (the “Defending Party”) in writing of indemnification is claimed or arisesthe Third Party Claim after receipt by such Claiming Party of notice of the Third Party Claim; provided that the failure to provide give such notice notification on a timely basis shall not release affect the Indemnifying Party from any indemnification obligations of its obligations under this Article VI Seller or Parent provided hereunder except to the extent the Indemnifying Defending Party is shall have been actually and materially prejudiced by as a result of such failure. With respect Thereafter, the Claiming Party shall promptly deliver to any recovery or indemnification sought the Defending Party after the Claiming Party’s receipt thereof, copies of all material notices and documents (including court papers) received by an Indemnified the Claiming Party from the Indemnifying Party that does not involve a Person making the Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified a Third Party Claim is made against a Claiming Party, the Defending Party shall receive be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with recognized counsel selected by the Defending Party and approved by the Claiming Party (such approval not to be unreasonably withheld, conditioned or delayed), so long as the requirements of this Section 5.05(b) remain true: (i) the Defending Party notifies the Claiming Party within 15 days after the Claiming Party has given written notice of any a Third Party Claim to the Defending Party that the Defending Party acknowledges that the Third Party Claim is a claim or demand asserted by a third party (each, a “Third which the Defending Party Claim”) must indemnify the Claiming Party against it or which may give rise pursuant to a claim for Loss under this Article VI, within thirty (30) days of V and that the receipt of such notice, Defending Party is assuming the Indemnified Party shall give the Indemnifying Party notice defense of such Third Party Claim; and (ii) the Defending Party conducts the defense of the Third Party Claim in an active and diligent manner; provided that the failure to provide such notice Defending Party shall not release be entitled to assume the Indemnifying Party from any of its obligations under this Article VI except defense (unless otherwise agreed to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation by the Claiming Party) if (x) the Third Party Claim relates to indemnify any criminal proceeding, action, indictment, allegation or investigation, or (y) the Indemnified Third Party hereunder against Claim seeks any Losses that may result from such relief other than monetary damages in an amount not in excess of the amount then remaining in the Indemnity Escrow Account as to which no Outstanding Escrow Claims are pending or the insurer under the R&W Policy has accepted defense. Should a Defending Party so elect to assume the defense of a Third Party Claim, then the Indemnifying Defending Party shall not be entitled liable to assume and control the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof unless (i) the employment of separate counsel shall have been authorized in writing by the Defending Party in connection with the defense of such Third Party Claim at its expense and through or (ii) the Claiming Party’s counsel of its choice if it gives notice of its intention to do so shall have advised the Claiming Party in writing, with a copy delivered to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Defending Party; provided , that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If the Defending Party assumes such defense, the Claiming Party shall have the right to participate in the judgment of the Indemnified Party in its sole defense thereof and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is requiredemploy counsel, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Defending Party’s expense, all witnessesseparate from the counsel employed by the Defending Party, pertinent recordsit being understood, materials and information however, that the Defending Party shall control such defense (including any settlement with respect thereto); provided, however, that the Defending Party shall obtain the prior written consent of the Claiming Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of the Third Party Claim if such resolution would involve anything other than the payment of monetary damages in an amount not in excess of the amount then remaining in the Indemnified Party’s possession Indemnity Escrow Account as to which no Outstanding Escrow Claims are pending or under if such resolution does not include an unconditional provision whereby the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, plaintiff or claimant in the event matter releases the Indemnified Claiming Party isand all of its Affiliates and representatives from all liability with respect thereto. If the Defending Party chooses to defend any Third Party Claim, directly or indirectly, conducting then all the parties hereto shall cooperate in the defense against any or prosecution of such Third Party Claim, including by retaining and (upon the Indemnifying Defending Party’s request) providing to the Defending Party shall cooperate all records and information which 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 materials provided hereunder; provided, that such cooperation will not unduly disrupt the operations of the business of such Claiming Party or any of its Affiliates or cause such Claiming Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of such Claiming Party or any of its Affiliates to become public to any greater extent than if the Claiming Party or the R&W Insurer handled such defense (and the parties agree to enter into a customary “common defense” or similar agreement if necessary). For the avoidance of doubt, if Seller or Parent assumes the defense of a Third Party Claim pursuant to this Section 5.05 as the Defending Party, all costs and expenses incurred by Seller or Parent in connection with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No of such Third Party Claim may shall be settled borne by Seller or Parent and shall not be reimbursed from the Indemnifying Escrow Account. Whether or not Seller or Parent shall have assumed the defense of a Third Party Claim as the Defending Party, neither Buyer nor any of its Affiliates shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of Seller or Parent (which shall not be unreasonably withheld, conditioned or delayed), except with respect to any Third Party Claim (i) that seeks the Indemnified issuance of an injunction, the specific election of an obligation or similar remedy, (ii) that seeks damages in excess of the amount then remaining in the Indemnity Escrow Account as to which no Outstanding Escrow Claims are pending or (iii) the subject matter of which relates to the ongoing business of the Claiming Party or any of its Affiliates, which Third Party Claim, if decided against such Claiming Party, would materially affect the ongoing business or reputation of such Claiming Party or any of its Affiliates, which Third Party Claims the Claiming Party will be entitled to settle in its sole discretion. (c) In any case in which a Buyer Indemnitee seeks indemnification under this Agreement not arising out of a Third Party Claim, Buyer Indemnitee shall notify Seller or Parent reasonably promptly in writing of any Losses that such Buyer Indemnitee claims are subject to indemnification under the terms of this Agreement. The notice shall describe the indemnification sought in reasonable detail to the extent known, and shall indicate the amount (estimated, if necessary, and if then estimable) of the Loss that has been or may be suffered. Subject to the limitations set forth in Section 5.02(b) and the provisions of this Section 5.05, the failure of such Buyer Indemnitee to exercise promptness in such notification shall not amount to a waiver of such claim unless and only to the extent that the resulting delay actually materially and adversely prejudices the position of Seller or Parent with respect to such claim.

Procedures Relating to Indemnification. (a) Any Promptly after the receipt by any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) hereto of notice of any matter claim, action, suit or proceeding of any third party for which it intends to seek indemnification hereunder, such party or parties (the "Indemnified Party has determined has given Party") shall give written notice of such claim (a "Notice of Claim") to the party or would reasonably be expected parties obligated to give rise to a right of provide indemnification under this Agreement hereunder (collectively, the "Indemnifying Party"), stating in reasonable detail the factual nature and basis of such claim and the claim amount thereof, to the extent known by known. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party, and containing a reference 's ability to the provisions of this Agreement in respect of which such right of seek indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if unless such failure has resulted in the loss of substantive rights with respect to the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes Party's ability to defend such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except then only to the extent that the Indemnifying Party is materially prejudiced by of such failureloss. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the The Indemnifying Party shall be entitled to assume and control participate in the defense or settlement of such Third matter and the parties agree to cooperate in any such defense or settlement and to give each other full access to all information relevant thereto. The Indemnifying Party shall not be obligated to indemnify an Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of Claim relates to a claim by a person or persons (other than by federal, state or local income tax authorities or by Parent), and the amount of such claim is acknowledged by the Company Stockholders to be fully covered by the foregoing indemnity, the Company Stockholders may elect to defend against such claim at their expense, in lieu of Parent assuming such defense; provided, that Parent shall be entitled to participate in or monitor such defense at its expense and through the Company Stockholders will fully cooperate with Parent and its counsel of its choice if it gives notice of its intention with respect thereto. If the Company Stockholders so elect to do so assume such defense, they shall retain counsel reasonably satisfactory to the Indemnified Party within fifteen (15) days of the receipt Parent. No compromise or settlement of such notice from claim may be effected by either party without the Indemnified Party; other party's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate are paid in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required full by the Indemnifying Party. Similarly, in party seeking the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partysettlement.

Procedures Relating to Indemnification. (a) Any party seeking indemnification under Section 6.01 If any Indemnified Person receives written notice of the commencement of any Action or Proceeding or the assertion of any claim or demand made by any third Person against such Indemnified Person (an a “Indemnified PartyThird-Party Claim”) and such Indemnified Person intends to seek indemnity pursuant to this Article 6, then such Indemnified Person shall provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly give the Party from whom indemnification is being sought and in any event within twenty (an “Indemnifying Party”20) Business Days after receipt by such Indemnified Person of written notice of any matter which such Indemnified the Third-Party has determined has given or would reasonably be expected Claim; provided, however, that failure to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is materially Person shall have been actually prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified any Third-Party shall receive notice of any Claim involves a claim or demand asserted by a third party (eachagainst an Indemnified Person, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VIthe Indemnifying Person may, within thirty ten (3010) calendar days of the after receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Third-Party Claim; provided that Claim and upon notice to the failure to provide such notice shall not release Indemnified Person, assume, with counsel selected by the Indemnifying Party from any of its obligations under this Article VI except Person and reasonably satisfactory to the extent Indemnified Person, at the sole cost and expense of the Indemnifying Person, the settlement or defense thereof; provided, however, that the Indemnifying Party is materially prejudiced by Person may not assume such failure. If settlement or defense (i) unless the Indemnifying Party Person acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against Person for any Losses that may result resulting from such Third Third-Party Claim, (ii) if the outcome of any judgment or settlement in the matter could materially adversely affect the business of the Purchaser Indemnified Persons, or the Company, (iii) if the Third-Party Claim was brought by a Government Entity or involves a “qui tam” claim, (iv) if the Third-Party Claim involves claims for specific performance or other equitable relief as its primary source of relief, or (v) if the action involves a claim for damages in excess of the then current Escrow Amount and provided, further, that the Indemnified Person may participate at the cost and expense of the Sellers in such settlement or defense through counsel chosen by it. Notwithstanding the foregoing, if the Third-Party Claim with respect to a breach of the representations and warranties contained in Section 4.9 or the covenants contained in Section 5.4 relates to any Tax period ending after the Closing Date, then no Indemnifying Party Person other than Purchaser shall be entitled to assume and control the defense of such Third Third-Party Claim; provided, however, that if the Indemnifying Person is precluded by this sentence from assuming and controlling the defense of a Third-Party Claim, the Indemnifying Person may participate in the defense and settlements of such claim through counsel chosen by it at its sole cost and expense. Notwithstanding the foregoing, (i) the Indemnified Person may, at the sole cost and expense of the Indemnified Person, at any time prior to the Indemnified Person’s delivery of the Third-Party Claim pursuant to Section 6.5(a), file any motion, answer or other pleadings or take any other action that the Indemnified Person reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Person may take over the control of the defense or settlement of a Third-Party Claim at any time if it irrevocably waives its expense right to indemnity under this Article 6 with respect to such claim and through counsel (iii) unless and until the Indemnifying Person acknowledges its obligation to indemnify the Indemnified Person for all Losses resulting from such Third-Party Claim, the Indemnifying Person may not, without the consent of the Indemnified Person, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to any Third-Party Claim, such consent not to be unreasonably withheld, conditioned, or delayed. So long as the Indemnifying Person is contesting any such claim in good faith, the Indemnified Person shall not pay or settle any such claim without the Indemnifying Person’s consent, such consent not to be unreasonably withheld, conditioned, or delayed. (c) If the Indemnifying Person validly elects to assume and control the defense of a Third-Party Claim, then: (i) the Indemnifying Person will not be liable for any settlement of such Third-Party Claim effected without its consent, which consent will not unreasonably be withheld, conditioned, or delayed, (ii) the Indemnifying Person may settle such Third-Party Claim without the consent of the Indemnified Person if (A) all monetary damages payable in respect of the Third-Party Claim are paid by the Indemnifying Person, (B) the Indemnified Person receives a full, complete, and unconditional release in respect of the Third-Party Claim without any admission or finding of obligation, Liability, fault, or guilt (criminal or otherwise) with respect to the Third-Party Claim, and (C) no injunctive, extraordinary, equitable, or other relief of any kind is imposed on the Indemnified Person or any of its choice Affiliates, (iii) the Indemnifying Person may otherwise settle such Third-Party Claim only with the consent of the Indemnified Person, which consent will not unreasonably be withheld, conditioned, or delayed, and (iv) the Indemnified Person may employ separate counsel and participate in the defense thereof, but the Indemnified Person will be responsible for the fees and expenses of such counsel, provided, however that if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided reasonably concludes that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel has conflicting interests or different defenses available to represent both the Indemnified Party and it than the Indemnifying PartyParty with respect to such Third-Party Claim, then the Indemnified Party may employ separate counsel and participate in the defense thereof and the fees and expenses of such counsel shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at obligation of the Indemnifying Party’s expense. In the event that . (d) If the Indemnifying Person does not validly elect to assume and control the defense of a Third-Party exercises Claim or is otherwise precluded from assuming and controlling the defense hereunder, then the Indemnified Person shall assume the exclusive right to undertake any defend, compromise, or settle such Third-Party Claim. Any defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available costs required to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required be paid by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available Person to the Indemnified PartyPerson shall be paid as incurred, at promptly against delivery of invoices therefor. (e) Each Indemnified Person shall use commercially reasonable efforts, and shall cause its Affiliates and Agents to use commercially reasonable efforts, to provide the Indemnifying Party’s expensePerson with such assistance (without charge) as may reasonably be requested by the Indemnifying Person in connection with any indemnification or defense provided for in this Agreement, all including, without limitation, providing the Indemnifying Person with such witnessesinformation, documents, records, materials and information in reasonable access to the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No services of and consultations with such Third Party Claim may be settled by the Indemnifying Party without the prior written consent personnel of the Indemnified PartyPerson or its Affiliates as the Indemnifying Person deems necessary (provided that such access must not unreasonably interfere with the performance of the duties performed by or responsibilities of such personnel).

Procedures Relating to Indemnification. (a) Any party seeking In order for an Indemnified Person to be entitled to any indemnification provided for under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such right Indemnified Person must provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in any event within ten (10) Business Days after receipt by such Indemnified Person of indemnification is claimed or ariseswritten notice of the Third-Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure (except that the Indemnifying Person shall not be liable for any expense incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. If a Third-Party Claim is materially prejudiced by such failure. With respect to any recovery or indemnification sought by made against an Indemnified Party from Person, the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person. If the Third-Party Claim includes allegations for which the Indemnifying Person both would and would not be obligated to indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in that does not involve case jointly assume the defense thereof. Should the Indemnifying Person so elect to assume the defense of a Third Third-Party Claim, if the Indemnifying Party does Person will not notify be liable to the Indemnified Party within thirty (30) days from its receipt of the notice from Person for legal fees and expenses subsequently incurred by the Indemnified Party that Person in connection with the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failuredefense thereof. If the Indemnifying Party acknowledges in writing its obligation to indemnify Person assumes such defense, the Indemnified Party hereunder against any Losses that may result from such Third Party ClaimPerson shall have the right to participate in the defense thereof and, then at its own expense, to employ counsel reasonably acceptable to the Indemnifying Party Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be entitled to assume liable for the fees and control expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen thereof (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate other than during any period in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at Person shall have failed to give notice of the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Third- Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the Indemnified Party parties hereto shall cooperate with in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party in such defense and make available Person's request) the provision to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials Person of records and information in which are reasonably relevant to such Third-Party Claim, and making officers, directors, employees and agents of the Indemnified Party’s possession Person available on a mutually convenient basis to provide information, testimony at depositions, hearings or under the Indemnified Party’s control relating thereto trials, and such other assistance as is may be reasonably required requested by the Indemnifying PartyPerson. SimilarlyNotwithstanding the foregoing, in the event a Third-Party Claim is made against an Indemnified Person as to which such Indemnified Person is entitled to seek indemnification hereunder and such Indemnified Person reasonably concludes that the Indemnifying Person lacks the financial and personnel resources to vigorously defend such Indemnified Person, that the Indemnifying Person has failed to assume the defense of the Indemnified Party isPerson, directly or indirectlythat the Indemnifying Person is not diligently defending such Indemnified Person, conducting then in each such case the Indemnified Person may elect to retain the defense against any of such Third Third-Party Claim and will be entitled to be reimbursed by the Indemnifying Person for its Losses incurred in such defense (including, without limitation, reasonable attorneys fees), such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnifying Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Claim without the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the Person's prior written consent (which consent shall not be unreasonably withheld or delayed). The Indemnifying Person shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnified Person's prior written consent (which consent shall not be unreasonably withheld or delayed); provided, however, that the Indemnified Person shall agree to any admission of liability, settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Person may recommend and that by its terms obligates the Indemnifying Person to pay the full amount of the liability in connection with such Third-Party Claim and which releases the Indemnified PartyPerson completely in connection with such Third-Party Claim.

Procedures Relating to Indemnification. (a) Any 13.6.1 In order for a party seeking to be entitled to any indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations for under this Article VI 13 in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such indemnified party of notice of the Third Party Claim but in no event later than twenty (20) days; provided, however, that -------- ------- failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is materially indemnifying party shall have been actually prejudiced by as a result of such failure. With respect Thereafter, the indemnified party shall deliver to the indemnifying party, as soon as practicable after the indemnified party's receipt thereof copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. 13.6.2 If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its indemnification responsibility hereunder, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Notwithstanding any recovery acknowledgment made pursuant to the immediately preceding sentence, the indemnifying party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in the provisos to Section 13.1 or indemnification sought by an Indemnified Party from Section 13.3, as applicable. Should the Indemnifying Party that does not involve indemnifying party so elect to assume the defense of a Third Party Claim, if the Indemnifying Party does indemnifying party shall not notify be liable to the Indemnified Party within thirty (30) days from its receipt indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless at the request of the notice indemnifying party. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss unless the indemnified party reasonably determines that the indemnifying party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the indemnified party, and only to the extent that such expenses are reasonable), separate from the Indemnified Party counsel employed by the indemnifying party, it being understood, however, that the Indemnifying Party disputes indemnifying party shall control such claim, the Indemnifying Party defense. The indemnifying party shall be deemed liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of defend any claim or demand asserted by a third party (each, a “Third Party Claim”) against it , all the parties hereto shall cooperate in the defense or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice prosecution of such Third Party Claim; provided that . Such cooperation shall include the failure to provide such notice shall not release retention and (upon the Indemnifying Party from any of its obligations under this Article VI except indemnifying party's request) the provision to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation indemnifying party of records and information which are reasonably relevant to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. In connection with any Third Party Claim which the Indemnifying Party indemnifying party has elected to defend, the indemnifying party shall be entitled to assume and control the not, in defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate except with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partyindemnified party, consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment of monetary damages to be paid solely by the indemnifying party and which does not include as an unconditional term thereof the giving to the indemnified party by the claimant or plaintiff of such Third Party Claim of a release from all liability in respect thereof. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification. (a) Any In order for any indemnified party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom specified in Section 6.1 or 6.2, as applicable, to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice provided for under Section 6.1 or 6.2, respectively, arising out of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party resulting from any claim made by any Person other than the parties hereto or any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify their Affiliates against the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) against it or which may give rise to a claim for Loss under this Article VIin writing, within thirty (30) days and in reasonable detail, of the Third Party Claim promptly after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially and actually prejudiced as a result of such noticefailure. Thereafter, the Indemnified Party shall give deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party notice of such Third Party Claim; provided that shall be entitled to participate in the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimtherefor, then to assume the defense thereof with counsel selected by the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or such counsel is not reasonably likely objected to exist a conflict of interest that would make it inappropriate in the judgment of by the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that Should the Indemnifying Party exercises the right so elect to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense against any such of a Third Party Claim, the Indemnifying Party shall cooperate with not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof (except in the case of a conflict of interest, as described below). If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense (except that if, in the reasonable judgment of an Indemnified Party, a conflict of interest exists between the Indemnifying Party and make available to the Indemnified Party, at the Indemnified Party may employ its own counsel, separate from the counsel employed by the Indemnifying Party, and may control its defense to the extent deemed necessary by the Indemnified Party). The Indemnifying Party shall be liable, in respect of any Third Party Claim, for the fees and expenses of one counsel for all the Indemnified Parties for any period during which the Indemnifying Party is not assuming the defense thereof or during a conflict of interest (as described above). (c) If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party in the defense or prosecution thereof. In any event, the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel and, except to the extent related to any conflict of interest, shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party’s cooperation shall be borne by the Indemnifying Party. Such cooperation shall include the retention and (upon the Indemnifying Party’s expense, all such witnesses, records, materials request) the provision to the Indemnifying Party of records and information in which 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. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not be entitled to any indemnification hereunder with respect to any admission of any liability or any settlement, compromise or discharge of any Third Party Claim effected without the Indemnifying Party’s possession or under prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party’s control relating thereto as is reasonably required Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim which: (i) the Indemnifying Party may recommend; (ii) by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim; (iii) releases the Indemnified Party completely from and in connection with such Third Party Claim; and (iv) would not otherwise adversely affect the Indemnified Party or require any relief other than monetary damages. (d) 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 fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. No such The indemnification required by Sections 6.1 and 6.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Losses are incurred. All claims under Sections 6.1 and 6.2 that are Third Party Claim may Claims shall be settled governed by the Indemnifying Party Section 6.3. (e) The indemnification provisions of this ARTICLE VI (i) shall apply without the prior written consent regard to, and shall not be subject to, any limitation by reason of set-off, limitation or otherwise and (ii) are intended to be comprehensive and not to be limited by any Requirements of Law concerning prominence of language or waiver of any legal right under any law. The obligations of the Indemnified Partyparties set forth in this ARTICLE VI shall be conditioned upon the Closing having occurred.

Procedures Relating to Indemnification. In order for a party (a) Any party seeking indemnification under Section 6.01 (an “the "Indemnified Party”") shall promptly give the Party from whom to be entitled to any indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification provided for under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of, arising out of which or involving a Claim made by any person against the Indemnified Party (a "Third Party Claim"), such right Indemnified Party must notify the indemnifying party in writing, and in reasonable detail, of indemnification is claimed or arisesthe Third Party Claim within 30 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided provided, however, that the failure to provide give such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Party is indemnifying party demonstrates that it has been actually materially prejudiced by as a result of such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticeThereafter, the Indemnified Party shall give deliver to the Indemnifying indemnifying party, within ten business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party notice of such relating to the Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claimtherefor, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense thereof with counsel selected by the indemnifying party and through counsel of its choice if it gives notice of its intention to do so reasonably acceptable to the Indemnified Party within fifteen (15) days of Party. If the receipt of indemnifying party assumes such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovedefense, the Indemnified Party shall cooperate with have the Indemnifying Party right to participate in such the defense thereof and make available to the Indemnifying Party, employ counsel at the Indemnifying Party’s its own expense, all witnesses, pertinent records, materials and information in separate from the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required counsel employed by the Indemnifying Partyindemnifying party. Similarly, in The indemnifying party shall be liable for the event fees and expenses of counsel employed by the Indemnified Party is, directly or indirectly, conducting for any period during which the indemnifying party has failed to assume the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Partythereof.

Procedures Relating to Indemnification. (a) Any In order for a Party to be entitled to seek any indemnification provided for under this Agreement (such Party, the “Claiming Party”), in respect of a claim or demand made against the Claiming Party by any Person who is not a party seeking to this Agreement or an Affiliate thereof (a “Third-Party Claim”), such Claiming Party must notify the Party to this Agreement that is or may be required to provide indemnification under Section 6.01 hereunder with respect to such Third-Party Claim (an the “Indemnified Defending Party”) shall in writing, and in reasonable detail, of the Third-Party Claim as promptly as reasonably possible but in any event within fifteen (15) days after receipt by such Claiming Party of notice of the Third-Party Claim (or within such shorter time as may be necessary to give the Defending Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which a reasonable opportunity to respond to and defend such Indemnified Third-Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesClaim); provided that the any delay or failure to provide in giving such notice notification shall not release affect the Indemnifying Party from any of its obligations under this Article VI indemnification provided hereunder except to the extent the Indemnifying Defending Party is materially shall have been prejudiced by as a result of such failure. With respect Thereafter, the Claiming Party shall deliver to any recovery or indemnification sought the Defending Party, within five (5) Business Days after the Claiming Party’s receipt thereof, copies of all notices and documents (including court papers) received by an Indemnified the Claiming Party from relating to the Indemnifying Party that does not involve a Third Third-Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified The Defending Party shall receive have the right upon written notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Claiming Party within fifteen (15) days after receipt from the Claiming Party of notice of such claim, to conduct at the sole cost and expense of the receipt of Defending Party the defense against such notice from the Indemnified Partyclaim; provided that before the Defending Party assumes control of such defense it must first agree and acknowledge in such notice that the Defending Party is fully responsible (subject to the limitations of Sections 9.2 and 9.3) for all Losses relating to such Third-Party Claim (a “Control Notice”); provided further that the Defending Party shall not have the right to assume control of such defense if the Third-Party Claim; (i) seeks solely or primarily non-monetary relief (rather than where non-monetary relief is merely incidental to a primary claim or claims for monetary damages); (ii) involves criminal allegations; (iii) is one in which the Defending Party is also a party and joint representation would, as determined in each case by the Claiming Party based on advice of outside counsel, be inappropriate or there exists may be legal defenses available to the Claiming Party which are different from or additional to those available to the Defending Party; or (iv) involves a claim which, upon petition by the Claiming Party, the appropriate court rules that the Defending Party failed or is reasonably likely failing to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expensevigorously prosecute or defend. In the event that the Indemnifying Defending Party exercises the right to undertake any such defense against any such Third Party Claim as provided abovevalidly delivers a Control Notice, the Indemnified Claiming Party shall cooperate will reasonably cooperate, at the sole cost and expenses of the Defending Party, with the Indemnifying Party in such defense and make reasonably available to the Indemnifying PartyDefending Party such assistance and materials as may be reasonably requested by it, and the Claiming Party shall have the right at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information its expense to participate in the Indemnified Party’s possession defense assisted by counsel of its own choosing. Whether or under not the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Defending Party is, directly or indirectly, conducting shall have assumed the defense against any such Third of a Third-Party Claim, the Indemnifying Claiming Party shall cooperate not admit any Liability with respect to, and shall not have the Indemnified Party in right to compromise, settle, discharge or consent to entry of judgment with respect to, such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Defending Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without the prior written consent of the Claiming Party, the Defending Party will not enter into any settlement of any Third-Party Claim or consent to entry of judgment with respect to such claim, if pursuant to or as a result of such settlement or consent, (x) injunctive or other equitable relief would be imposed against the Claiming Party, or (y) such settlement or consent would lead to Liability or create any financial obligation on the part of the Claiming Party for which the Claiming Party is not entitled to indemnification hereunder. If an offer is made to settle a Third-Party Claim, which offer the Defending Party is permitted to settle under this Section 9.4(b) only upon the prior written consent of the Claiming Party, and the Defending Party desires to accept and agree to such offer, the Defending Party will give prompt written notice to the Claiming Party to that effect. If the Claiming Party does not consent to such firm offer within twenty (20) calendar days after its receipt of such notice, the Defending Party shall have the right, in its sole discretion, to accept and agree to such offer and the Claiming Party may continue to contest or defend such Third-Party Claim and, in the event the Defending Party so accepts such offer, the maximum Liability of the Defending Party as to such Third-Party Claim will not exceed the amount of such settlement offer.

Procedures Relating to Indemnification. (a) Any Promptly after receipt by a party seeking indemnification indemnified under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) 7 or 8 above of written notice of any matter which such Indemnified Party has determined has given loss, claim, damage or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement liability in respect of which indemnity may be sought by it hereunder, such right of indemnification indemnified party will, if a claim is claimed or arises; provided that to be made against an indemnifying party, notify the failure indemnifying party thereof in writing, but the omission so to provide such notice shall notify the indemnifying party will not release relieve the Indemnifying Party indemnifying party from any liability (otherwise than under Section 7 or 8 hereof, as the case may be) which it may have to the indemnified party. Thereafter, the indemnified party and the indemnifying party shall consult, to the extent appropriate, with a view to minimizing the cost to the indemnifying party of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failurehereunder. With respect to In case any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive indemnified party receives written notice of any claim loss, claim, damage or demand asserted liability in respect of which indemnity may be sought by a third it hereunder and it notifies the indemnifying party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such noticethereof, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure indemnifying party will be entitled to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except participate therein, and to the extent that it may elect by written notice delivered to the Indemnifying Party is materially prejudiced by such failure. If indemnified party promptly after receiving the Indemnifying Party acknowledges in writing its obligation to indemnify aforesaid notice from the Indemnified Party hereunder against any Losses that may result from such Third Party Claimindemnified party, then the Indemnifying Party shall be entitled to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that if the parties against which any loss, claim, damage or liability arises include both the indemnified party and control the indemnifying party and the indemnified party shall have reasonably concluded that the defenses available to it create a conflict of interest for the counsel selected by the indemnifying party under the code of professional responsibility applicable to such counsel, the indemnified party shall have the right to select one separate counsel to assume such legal defenses and otherwise to participate in the defenses of such loss, claim, damage or liability on behalf of the indemnified party. Upon receipt by the indemnified party of notice from the indemnifying party of its 8 election so to assume the defense of such Third Party Claim at its expense loss, claim, damage or liability and through approval by the indemnified party of counsel, the indemnifying party shall not be liable to the indemnified party under Section 7 or 8 hereof, as the case may be, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of its choice if it gives legal defenses in accordance with the proviso to the next preceding sentence, (ii) the indemnifying party shall not have employed and continued to employ counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of its intention to do so to the Indemnified Party within fifteen (15) days commencement of the receipt of such notice action, (iii) the indemnified party shall have reasonably concluded that there may be legal defenses which are available to it which are different from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a and conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make those available to the Indemnifying Partyindemnifying party, or (iv) the indemnifying party shall have authorized in writing the employment of separate counsel for the indemnified party at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in expense of the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Partyindemnifying party. No such Third Party Claim may be settled by the Indemnifying Party indemnifying party shall, without the prior written consent of the Indemnified Partyindemnified party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or is entitled or subject to be a party and the indemnified party is entitled to indemnity hereunder unless such settlement (i) includes an unconditional release of the indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not require any admission or acknowledgement of culpability or wrongdoing on behalf of an indemnified party. No indemnifying party shall be liable for any settlement, compromise or consent to the entry of any order adjudicating or otherwise disposing of any loss, claim, damage or liability effected without its written consent. If the indemnification provided for under Section 7 or 8 above is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) that would otherwise have been indemnified under the terms of such indemnity, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriter on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one had and the Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equity considerations. The relative benefits received by the Company on the one had and the Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total compensation received by the Underwriter in respect of underwriting discounts and commissions as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriter on the other and the parties' relative intent, knowledge, 9 access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriter agrees that it would not be just and equitable if contributions pursuant to this section were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this section. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Procedures Relating to Indemnification. (a) Any party In the event that either a Purchaser Indemnified Party or a Seller Indemnified Party desires to assert a demand, claim or circumstance that, immediately or with the lapse of time, could give rise to a claim (a “Claim”) for indemnification pursuant to this Article X, such Person seeking indemnification under Section 6.01 (an the “Indemnified PartyIndemnitee”) shall shall, as promptly give as is reasonably practicable after becoming aware of the demand, claim or circumstance, deliver written notice (such notice, a “Claims Notice”) to the Party from whom indemnification is being sought (an the “Indemnifying PartyIndemnitor”) notice of any matter which such Indemnified Party has determined has given ); provided, however, that, except as otherwise provided in Section 10.01 or would reasonably be expected Section 10.06(a), a failure to give rise such notice shall not affect the Indemnitee’s right to a right of indemnification under this Agreement stating hereunder except to the extent that the Indemnitor is actually prejudiced thereby. The Claims Notice shall describe the Claim in reasonable detail and shall indicate the factual basis amount (estimated, if necessary) and nature of the claim to Damages, and the extent known method of computation thereof, that has been or may be suffered by the Indemnified Party, Indemnitee and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed sought or arises. (b) Promptly after receipt from any third-party by an Indemnitee of a notice of any demand, claim or circumstance that, immediately or with the lapse of time, could give rise to a claim or the commencement (or threatened commencement) of any Action or investigation (a “Third-Party Claim”) that may result in Damages with respect to which the Indemnitee would be entitled to indemnification pursuant to this Article X, the Indemnitee shall deliver a Claims Notice with respect thereto together with copies of any notices or other documents (including any court papers) received by the Indemnitee relating to such Third-Party Claim; provided, however, that, except as otherwise provided that the in Section 10.01 or Section 10.06(a), a failure to provide such notice shall not release affect the Indemnifying Party from any of its obligations under this Article VI except Indemnitee’s right to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI hereunder except to the extent that the Indemnifying Party Indemnitor is materially actually prejudiced by thereby (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to provide such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party notice). (c) The Indemnitor shall be entitled to settle or assume and control the defense of any Third-Party Claim at its own expense and by its own counsel. If the Indemnitor elects to settle or defend such Third-Party Claim, it shall notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate in the settlement of, or defense against, such Third-Party Claim including, if appropriate, making any reasonable counterclaim against such third-party or any cross claim or third-party claim against any Person related to such Third-Party Claim. Such cooperation shall also include (i) the retention of records and information that are reasonably relevant to such Third-Party Claim, (ii) promptly supplying the Indemnitor with copies of all papers, documents and evidence in the Indemnitee’s possession or control and such other information within the Indemnitee's knowledge pertinent to such Third-Party Claims, (iii) making employees available on a mutually-convenient basis to provide additional information and explanation of any information or materials provided hereunder and producing at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be requested by the Indemnitor or its Representatives and (iv) promptly providing written notice of all material developments in connection with any such Third-Party Claims. The Indemnitee shall have the right to employ, at its own expense, separate counsel in the defense of any such Third-Party Claim and participate in the defense thereof (it being understood that the Indemnitor shall control such defense). The Indemnitor shall not settle or compromise any Third-Party Claim without the Indemnitee’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), unless such settlement or compromise (A) includes a complete and unconditional release of the Indemnitee in respect of such Third-Party Claim, (B) does not subject the Indemnitee to any injunctive relief or other equitable remedy and (C) there is no finding or admission of any violation of Law and does not include a statement or admission of fault or culpability by or on behalf of any Indemnitee. (d) If the Indemnitor, within a reasonable time after its receipt of any Claims Notice in respect of a Third-Party Claim, fails to notify the Indemnitee of its intent to settle or assume and control the defense of such Third Third-Party Claim at its expense and through counsel of its choice if it gives Claim, the Indemnitee shall (upon further notice of its intention to do so to the Indemnified Party within fifteen (15Indemnitor) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises have the right to undertake any the defense of such defense against any such Third Third-Party Claim as provided above(without impairing or otherwise affecting its rights to obtain indemnification pursuant to this Article X), the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available subject to the Indemnifying Party, at right of the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting Indemnitor to assume the defense against of such Third-Party Claim at any such Third time prior to the final settlement or compromise thereof. Whether or not the Indemnitor assumes the defense of a Third-Party Claim, the Indemnifying Party Indemnitee shall cooperate with the Indemnified Party in such defense and make available not consent to the Indemnified Partyentry of any judgment or admit any liability with respect to, at the Indemnifying Party’s expenseor settle, all compromise or discharge, such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may be settled by the Indemnifying Party without the Indemnitor’s prior written consent of the Indemnified Party(which consent shall not be unreasonably conditioned, withheld or delayed).