Common use of Procedures Clause in Contracts

Procedures. 17.4.1 Promptly after receipt by a Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly Subject to the provisions of Section 7.2(d), promptly after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party (each, an "Indemnified Party") of any claim or notice of the commencement of any action, administrative or legal proceeding, investigation or investigation as to which the indemnity provided for in this Article may applyclaim by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall shall, if a claim in respect thereof is to be made pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), notify the Indemnifying Party in writing of such fact, the commencement thereof; but the failure so to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party under this Section 7.2, except to the extent that such failure to notify shall adversely affect the rights of actually prejudices the Indemnifying Party. The In case any such Proceeding shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, and to assume the defense thereof thereof, with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall 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 other than reasonable costs of investigation; provided, however, that if (i) if, in the defendants in any such action include both reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may to be legal defenses available to it which are different from or additional to, or inconsistent with, those available to represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counselemploy a single counsel to represent the Indemnified Party, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear in which event the reasonable fees and expenses of the such separate single counsel retained shall be borne by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice and (ii) in the case of the commencement of the actionany Proceeding brought by any governmental authority, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for right to participate in, but not to assume the Indemnified Party at the expense of the defense of, such Proceeding. The Indemnifying Party. An Indemnified Party shall not enter into a be obligated under any settlement or other compromise with respect agreement relating to any claim without the prior written consent of the Indemnifying PartyProceeding under this Section 7.2 to which it has not consented in writing, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementwithheld. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly A party entitled to indemnification hereunder (each, an “Indemnified Party”) shall give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim with respect to which it seeks indemnification promptly after receipt the discovery by a such Indemnified Party of any matters giving rise to a claim or notice of for indemnification hereunder; provided, that the commencement failure of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except of its obligations under this Section 10 unless and to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party shall have been materially prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim. In case any such action, suit, claim or proceeding is brought against an Indemnified Party. The , the Indemnifying Party shall be entitled to participate at its own expense in assume and conduct the defense orthereof, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party unless (i) such claim seeks remedies, in addition to or other than, monetary damages that are reasonably likely to be awarded, (ii) such claim involves a criminal proceeding or (iii) counsel to the Indemnified Party advises such Indemnifying Party in writing that such claim involves a conflict of interest that would reasonably be expected to make it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party. If any one of the foregoing clauses (i) through (iii) applies, or the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (iv) except that the Indemnifying Party shall have authorized the employment of counsel only be liable for the legal fees and expenses of one law firm for all Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise Parties, taken together with respect to any claim without single action or group of related actions, other than local counsel). If the prior written consent Indemnifying Party assumes the defense of any claim, the Indemnified Party shall nevertheless be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, that all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Indemnified Party shall reasonably cooperate in the defense or prosecution of such claim. Such reasonable 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 claim, which consent shall not be unreasonably withheld or delayedand making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not enter into a be liable for any settlement of any action, suit, claim or other compromise with respect proceeding effected without its prior written consent (not to any claim against the Indemnified be unreasonably withheld, conditioned or delayed). The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent unless (i) there is no finding which shall not be unreasonably withheld, conditioned or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contestdelayed), settle or pay compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought or may be hereunder unless such claim, provided that settlement or full payment compromise includes an unconditional release of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount from all liability arising out of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partysuch action, suit, claim or proceeding and is solely for monetary damages.

Procedures. 17.4.1 Promptly Each party entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by a such Indemnified Party has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation Claim as to which the indemnity provided for in this Article may applybe sought, the Indemnified Party and shall notify permit the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with of any such Claim; provided that counsel designated by for the Indemnifying Party and satisfactory to Party, who shall conduct the Indemnified Party; provideddefense of such Claim, however, that if the defendants in any such action include both shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Indemnified Party and may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to a conflict of interest between the Indemnifying Party, Party and the Indemnified Party shall have in such action, in which case the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained one such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party for all Indemnified Parties shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party be at the expense of the Indemnifying Party. An ), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not enter into a settlement or other compromise with respect to any claim without relieve the prior written consent Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not ), consent to entry of any judgment or enter into a any settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense which does not include an unconditional release of the Indemnifying Party contest, settle from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Claim in question as an Indemnifying Party or, absent such consent, may reasonably request in writing and as shall be reasonably required in connection with the written opinion investigation and defense of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementClaim. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) The party seeking indemnification under Section 7.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim claim, or notice of the commencement of any actionsuit, administrative action or legal proceeding, or investigation as proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations hereunder, except to the extent that such failure to notify shall have adversely affect the rights of prejudiced the Indemnifying Party. . (b) The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without obtain the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. The If such Indemnified Party mitigates its loss after the Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against has paid the Indemnified Party without under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s consent unless reasonable costs of mitigation). (ie) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Each Indemnified Party may at the expense of the Indemnifying Party contestshall use reasonable efforts to collect any amounts available under insurance coverage, settle or pay such claimfrom any other Person alleged to be responsible, provided that settlement or full payment of for any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementDamages payable under Section 7.02. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by a such Indemnified Party of any claim or notice of the commencement of any actionThird Party Claim, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Indemnified Party and shall notify provide the Indemnifying Party in writing of with such fact, but information with respect thereto as the failure so to notify such Indemnifying Party of any such action may reasonably request. The failure to deliver a Claim Notice, however, shall not relieve release the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations under this Article IX except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Party is materially prejudiced by such failure. (b) If the Indemnifying Party has an obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, the Indemnifying Party shall be entitled have the right, upon written notice to participate at its own expense the Indemnified Party within 30 days of receipt of a Claim Notice from the Indemnified Party in the defense or, if it so electsrespect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel designated selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided. Notwithstanding the foregoing, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any Third Party Claim that would impose criminal liability, and the Indemnified Party shall have reasonably concluded that there may the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. With respect to any Third Party Claim, the defense of which the Indemnifying Party is entitled to assume, the Indemnifying Party shall be legal defenses available liable for the reasonable fees and expenses of outside counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to it which are different from or additional toassume the defense thereof, or inconsistent with, those available provided the Indemnified Party has provided written notice of such failure to the Indemnifying PartyParty and the Indemnifying Party has not cured its failure within 15 days of receiving any such notice. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to select employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be represented at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by separate counselthe Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines based on advice of outside legal counsel that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance cooperate with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not in such defense and make available to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Partyall witnesses, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without pertinent records, materials and information in the Indemnified Party’s consent unless (i) there possession or under the Indemnified Party’s control relating thereto as is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full reasonably required by the Indemnifying Party. If the Indemnifying Party fails to assume assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a claim meriting indemnificationfinding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness (and no later than thirty (30) days) after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may at reasonably request. If the expense Indemnifying Party notifies the Indemnified Party that it accepts the liability identified in a Claim Notice in respect of a Direct Claim, or does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, then in each case, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party contesthereunder, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of and the parties shall proceed in accordance with Section 9.9. If the Indemnifying Party oragrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, absent such consentthe parties shall proceed in accordance with Section 9.9 for the undisputed amount, with the written opinion without prejudice to or waiver of the Indemnified Party’s counsel claim for the difference. (d) Notwithstanding the provisions of Section 11.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim is meritorious or warrants settlementanywhere. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly Any Person entitled to indemnification hereunder (the "Indemnified Party") agrees to give prompt written notice to the indemnifying party (the "Indemnifying Party") after the receipt by a the Indemnified Party of any claim or written notice of the commencement of any action, administrative or legal proceedingsuit, proceeding or investigation as to or threat thereof made in writing for which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such factintends to claim indemnification or contribution pursuant to this Agreement; provided, but however, that the failure so to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party from of any liability which that it may have to the Indemnified Party except hereunder. If notice of commencement of any such action is given to the extent that such failure to notify shall adversely affect Indemnifying Party as above provided, the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in and, to the defense orextent it may wish, if it so electsjointly with any other Indemnifying Party similarly notified, to assume the defense thereof of such action at its own expense, with counsel designated chosen by it and satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party and agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel satisfactory to the Indemnified Party; provided, however, that if Party in its reasonable judgment or (iii) the defendants in named parties to any such action include both the (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party and by the Indemnified Party shall have reasonably concluded that same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to, or inconsistent with, to and in conflict with those available to the Indemnifying PartyParty and in such event, the Indemnifying Party shall pay the fees and expenses of counsel to the Indemnified Party only to the extent that such separate counsel is necessary under such applicable standards of professional conduct in the case of the foregoing clause (x) or to the extent necessary to avoid any conflict in the case of the foregoing clause (y). In either of such cases, the Indemnifying Party shall not have the right to select and be represented by separate counsel, at assume the Indemnifying defense of such action on behalf of such Indemnified Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The . No Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel be liable for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter any settlement entered into a settlement or other compromise with respect to any claim without the prior its written consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementwithheld. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party Person entitled to indemnification under subsection (a) or (b) (an “Indemnified Party”) of notice of any pending or threatened claim or against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of any actionthe Third Party Claim, administrative or legal proceeding, or investigation as an estimate of the amount of damages attributable to which the indemnity provided for in this Article may apply, Third Party Claim to the extent feasible and the basis of the Indemnified Party shall Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from of any liability which that it may have to the any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such failure action and to notify participate in the defense thereof, but the fees and expenses of such counsel shall adversely affect be at the rights expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to participate at indemnification hereunder) shall reimburse the Indemnified Party for its own expense in reasonable out of pocket costs incurred with respect to such cooperation. If the defense or, if it so elects, Indemnifying Party fails to assume the defense thereof with counsel designated by of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party and satisfactory to assumes the Indemnified Party; provided, however, that if the defendants in any such action include both defense of the Indemnified Party and pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Indemnifying Third Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional toClaim, or inconsistent with, those available to the Indemnifying Party, then the Indemnified Party shall have the right to select and be represented by separate counseldefend, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall bear the reasonable fees be promptly and expenses of the counsel retained vigorously prosecuted by the Indemnified Party if (i) to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall have retained not settle such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Third Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall not enter into a settlement or other compromise bear its own costs and expenses with respect to any claim against such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party without the Indemnified Party’s consent unless (i) there under this Section 13.2 and if such dispute is no finding or admission resolved in favor of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If , the Indemnifying Party fails shall not be required to assume bear the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion costs and expenses of the Indemnified Party’s counsel defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a an Indemnifying Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing liable to the Indemnified Party will under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Indemnified Party’s actual loss net Liability within ten business days of any insurance proceeds received receipt by the Indemnified Indemnifying Party following of a reasonable effort notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. 17.4.1 Promptly Each party entitled to indemnification under this Agreement (each, an “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after receipt by a such Indemnified Party has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation Claim as to which the indemnity provided for in this Article may applybe sought, the Indemnified Party and shall notify permit the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with of any such Claim; provided that counsel designated by for the Indemnifying Party and satisfactory to Party, who shall conduct the Indemnified Party; provideddefense of such Claim, however, that if the defendants in any such action include both shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Indemnified Party and may participate in such defense at such party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to a conflict of interest between the Indemnifying Party, Party and the Indemnified Party shall have in such action, in which case the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained one such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party for all Indemnified Parties shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party be at the expense of the Indemnifying Party. An ), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not enter into a settlement or other compromise with respect to any claim without relieve the prior written consent Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not ), consent to entry of any judgment or enter into a any settlement or other compromise with respect to any claim against which does not include an unconditional release of the Indemnified Party without from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid Claim in full by the Indemnifying Party. If the question as an Indemnifying Party fails to assume may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementClaim. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim or against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of any actionthe Third Party Claim, administrative or legal proceeding, or investigation as an estimate of the amount of damages attributable to which the indemnity provided for in this Article may apply, Third Party Claim to the extent feasible and the basis of the Indemnified Party shall Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from of any liability which that it may have to the any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such failure action and to notify participate in the defense thereof, but the fees and expenses of such counsel shall adversely affect be at the rights expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to participate at indemnification hereunder) shall reimburse the Indemnified Party for its own expense in reasonable out of pocket costs incurred with respect to such cooperation. If the defense or, if it so elects, Indemnifying Party fails to assume the defense thereof with counsel designated by of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party and satisfactory to assumes the Indemnified Party; provided, however, that if the defendants in any such action include both defense of the Indemnified Party and pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Indemnifying Third Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional toClaim, or inconsistent with, those available to the Indemnifying Party, then the Indemnified Party shall have the right to select and be represented by separate counseldefend, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall bear the reasonable fees be promptly and expenses of the counsel retained vigorously prosecuted by the Indemnified Party if (i) to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall have retained not settle such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Third Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall not enter into a settlement or other compromise bear its own costs and expenses with respect to any claim against such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party without the Indemnified Party’s consent unless (i) there under this Section 13.2 and if such dispute is no finding or admission resolved in favor of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If , the Indemnifying Party fails shall not be required to assume bear the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion costs and expenses of the Indemnified Party’s counsel 's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a an Indemnifying Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing liable to the Indemnified Party will under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Indemnified Party’s actual loss net Liability within ten business days of any insurance proceeds received receipt by the Indemnified Indemnifying Party following of a reasonable effort notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party person entitled to indemnification under Section 5.11.(A) or Section 5.11.(B) (an "Indemnified Party") of notice of any pending or threatened claim or against it (an "Action"), such Indemnified Party shall give notice to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such factthereof, but the failure so to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party from it of any liability which that it may have to the any Indemnified Party except to the extent the Indemnifying Party demonstrates that such failure it is prejudiced thereby. In case any Action that is subject to notify indemnification under Section 5.11.(A) or Section 5.11.(B) shall adversely affect be brought against an Indemnified Party and it shall give notice to the rights Indemnifying Party of the Indemnifying Party. The commencement thereof, the Indemnifying Party shall be entitled to participate at its own expense in therein and, to the defense or, if extent that it so electsshall wish, to assume the defense thereof with counsel designated reasonably satisfactory to such Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. Notwithstanding an Indemnifying Party's election to assume the defense of any such Action that is subject to indemnification under Section 5.11.(A) or Section 5.11.(B), the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such Action include both the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, Party (in which case the Indemnified Indemnifying Party shall not have the right to select and be represented by separate counsel, at assume the Indemnifying Party’s expense, unless a liability insurer is willing to pay defense of such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by Action on the Indemnified Party if Party's behalf); (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (iiiii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, Party within a reasonable time after notice of the institution of such Action; or (iv) the Indemnifying Party shall have authorized the employment of counsel for authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party's expense. An Indemnified If an Indemnifying Party shall not enter into a assumes the defense of such Action, (a) no compromise or settlement or other compromise with respect to any claim without the prior written consent of thereof may be effected by the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s 's consent (which shall not be unreasonably withheld) unless (iI) there is no finding or admission of any violation of law or any violation of the rights of any person, person and no effect on any other claims that may be made against the Indemnified Party and (iiII) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, and (b) the Indemnified Party may at shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). The indemnities contained in this Section 5.11. shall survive the expense termination and liquidation of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementPartnership. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt (a) The indemnification provided under Section 10.02 shall be the exclusive remedy of the parties hereto for any breach or non- compliance with any of the terms of this Agreement. (b) All claims for indemnification under Section 10.02 hereof shall be asserted and resolved as follows: (i) In the event that any claim for which a party (the "INDEMNIFYING PARTY") may be liable to the other party (the "INDEMNIFIED PARTY") hereunder is asserted against an Indemnified Party by a Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may applythird party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party in writing of such factclaim, but specifying the failure so to notify nature of such Indemnifying Party of any such action shall not relieve claim and the Indemnifying Party from any liability which it may have to amount or the Indemnified Party except estimated amount thereof to the extent that such failure to notify then feasible (which estimate shall adversely affect the rights not be conclusive of the Indemnifying Partyfinal amount of such claim) (the "CLAIM NOTICE"). The Indemnifying Party shall be entitled have 30 days from the receipt of the Claim Notice (the "NOTICE PERIOD") to participate at its own expense in notify the defense or, if it so elects, to assume the defense thereof with counsel designated by Indemnified Party (i) whether or not the Indemnifying Party and satisfactory disputes the Indemnifying Party's liability to the Indemnified Party; provided, however, that if the defendants in any Party hereunder with respect to such action include both the Indemnified Party claim and (ii) whether or not the Indemnifying Party desires, at the sole cost and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to expense of the Indemnifying Party, to defend against such claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party desires to defend the Indemnified Party against such claim, the Indemnifying Party shall have the right to select and defend by appropriate proceedings, which proceedings shall be represented promptly settled or prosecuted by separate counsel, at the Indemnifying Party’s expense, unless Party to a liability insurer is willing to pay such costs. 17.4.2 final conclusion. The Indemnifying Party shall bear may not settle any claim without the reasonable fees and expenses consent of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall may not be unreasonably withheld or delayed. The If the Indemnified Party desires to participate in, but not control, any such defense or settlement the Indemnified Party may do so at the Indemnified Party's sole cost and expense. If the Indemnifying Party elects not to defend the Indemnified Party against such claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such claim in the Indemnified Party's sole discretion, and if it is ultimately determined that the Indemnifying Party is responsible therefor under Section 10.02, then the Indemnified Party shall not enter into a be entitled to recover from the Indemnifying Party the amount of any settlement or other compromise judgment and all indemnifiable costs and expenses of the Indemnified Party with respect thereto. If the Indemnifying Party has defended or settled any such claim and it is ultimately determined that the Indemnifying Party is not responsible therefor under Section 10.02, the Indemnified Party shall promptly pay to the Indemnifying Party the amount of the judgment or settlement paid by the Indemnifying Party. (ii) In the event the Indemnified Party should have an indemnification claim against the Indemnifying Party hereunder which does not involve a claim being asserted against or sought to be collected by a third party, the Indemnified Party shall with reasonable promptness after learning of the basis for such claim send a Claim Notice with respect to any such claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by to the Indemnifying Party. If the Indemnifying Party fails does not notify the Indemnified Party within the Notice Period that the Indemnifying Party disputes such indemnification claim, the amount of such indemnification claim shall be conclusively deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify Indemnified Party that it disputes such claim, the parties shall attempt to assume the defense of a claim meriting indemnificationresolve such dispute within 30 days and if not so resolved, the Indemnified Party may at the expense of the Indemnifying Party contest, settle must bring an action to determine liability for indemnification within 60 days thereafter or pay such claimshall lose its rights to indemnification, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will not be required to bring any such action prior to the earlier of (i) the date on which such claim would expire pursuant to Section 10.01 and (ii) the date on which the aggregate amount of liquidated Losses that are the subject of unresolved Claims Notices exceeds $500,000 prior to eighteen months after the Closing Date, and $300,000 thereafter. (iii) The Indemnifying Party shall have no liability for indemnification for a claim unless the Indemnifying Party agrees to same or is found to be liable by a court (or arbitration panel) of competent jurisdiction. (iv) In connection with any indemnification claim, the Indemnified Party shall give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which relate to the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnified Party with respect thereto and Indemnified Party otherwise shall cooperate with Indemnifying Party (and with its insurance company, if applicable) in defending a third party claim. (c) In computing the amount to be paid pursuant to the indemnification provisions of Section 10.02, the indemnification shall be for the net amount of a loss after giving effect to anything which mitigates the loss (and the Indemnified Party agrees to use its reasonable best efforts to mitigate such loss), and after taking into account insurance proceeds or any other recovery resulting from the loss. If, after the payment of any indemnification hereunder, the amount of a loss shall be reduced beyond the Indemnified Party’s actual amount that an indemnification obligation has previously been reduced pursuant to the preceding sentence, then the amount of such additional reduction in loss net (less any expenses incurred in connection with such reduction) shall promptly be repaid to the party that made the payment to which the reduction relates. (d) Neither Seller nor either of the Acquiring Companies shall take any insurance proceeds received by action outside the Indemnified Party following ordinary course of business with the sole intent of creating a reasonable effort by right to indemnification under this Agreement that would not otherwise exist but for such action. (e) The parties agree to arbitrate disputes hereunder as provided in the Indemnified PartyEscrow Agreement or pursuant to any other mutually agreeable procedure.

Procedures. 17.4.1 Promptly after receipt by a Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Any Indemnified Party shall notify the Indemnifying Party in writing (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such factclaim or action. Subject to Section 8.2(c)(iv), but the failure to so notify or provide information to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party from of any liability which that it may have to the any Indemnified Party Party, except to the extent that such the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to notify shall adversely affect the rights of give such notice, in which case the Indemnifying PartyParty shall be relieved from its obligations under this Agreement to the extent of such material prejudice. The Indemnifying Party shall be entitled to participate at its own expense in and defend, contest or otherwise protect the defense or, if it so elects, to assume the defense thereof with Indemnified Party against any such claim or action by counsel designated by of the Indemnifying Party Party’s choice at the Indemnifying Party’s sole cost and satisfactory to the Indemnified Partyexpense; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a make any settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent ) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim or proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate at the Indemnified Party’s own expense in the defense thereof by counsel of the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to assume the defense of a defend, contest or otherwise protect against such suit, action, investigation, claim meriting indemnificationor proceeding, the Indemnified Party may at shall have the expense of the Indemnifying Party contestright to do so, settle or pay such claimincluding, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17without limitation, the amount owing right to make any compromise or settlement thereof, and the Indemnified Party will shall be entitled to recover the amount entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partysuch suit, action, investigation, claim or proceeding.

Procedures. 17.4.1 Promptly after receipt by a Party of (a) In case any claim or notice of the commencement of any action, administrative or legal proceedingis made, or investigation as to any suit or action is commenced, against either party (the “Indemnified Party”) in respect of which the indemnity provided for in indemnification may be sought by it under this Article may apply17, the Indemnified Party shall notify promptly give the Indemnifying Party in writing of such fact, but other party (the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the “Indemnifying Party. The ”) notice thereof and the Indemnifying Party shall be entitled to participate at its own expense in the defense orthereof and, if it with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so elects, to assume the defense thereof with counsel designated by thereof, the Indemnifying Party and satisfactory will not be liable to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnifying Party and the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, Party (in which case the Indemnified Indemnifying Party shall not have the right to select direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be represented borne by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 (c) The Indemnifying Party shall bear promptly notify the reasonable fees and expenses Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the counsel retained Indemnified Party in respect of which payments may be sought by the Indemnified Party if hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall have retained such counsel in accordance with the preceding paragraph 17.4.1not be deemed to be unreasonably withheld), and (ii) the Indemnifying Indemnified Party shall elect may settle or compromise any such claim, suit or action solely for an amount not to assume the defenses of such actionexceeding One Thousand Dollars ($1,000), (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, but shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, settle or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or compromise any other compromise with respect to any claim matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementwithheld. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly Each party entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by a such Indemnified Party has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation Claim as to which the indemnity provided for in this Article may applybe sought, the Indemnified Party and shall notify permit the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with of any such Claim; provided that counsel designated by for the Indemnifying Party and satisfactory to Party, who shall conduct the Indemnified Party; provideddefense of such Claim, however, that if the defendants in any such action include both shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Indemnified Party and may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to a conflict of interest between the Indemnifying Party, Party and the Indemnified Party shall have in such action, in which case the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained one such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party for all Indemnified Parties shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party be at the expense of the Indemnifying Party. An ), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not enter into a settlement or other compromise with respect to any claim without relieve the prior written consent Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not ), consent to entry of any judgment or enter into a any settlement or other compromise with respect to any claim against which does not include an unconditional release of the Indemnified Party without from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid Claim in full by the Indemnifying Party. If the question as an Indemnifying Party fails to assume may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementClaim. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party Any person that may be entitled to indemnification under this Agreement (an “Indemnified Party”) shall give written notice to the Person obligated to indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will be based. The notice of the commencement of any action, administrative or legal proceeding, or investigation shall set forth such information with respect thereto as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have is then reasonably available to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled have the right to participate at its own expense in undertake the defense or, if it so elects, to assume the defense thereof of any such claim with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have cooperate in such defense and make available all records, materials and witnesses reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to requested by the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) . If the Indemnifying Party shall elect not to assume have assumed the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice defense of the commencement of the action, shall not have employed claim with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for not be liable to the Indemnified Party at for any legal expenses subsequently incurred by the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise in connection with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayeddefense thereof. The Indemnifying Party shall not enter into a settlement or other compromise with respect to be liable for any claim against settled without its Consent, which Consent shall not be unreasonably withheld. The Indemnifying Party shall obtain the Indemnified Party without written Consent of the Indemnified Party’s consent unless (i) there is no finding , which shall not be unreasonably withheld, prior to ceasing to defend, settling or admission otherwise disposing of any violation of law or any violation of the rights of any personclaim if, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of as a claim meriting indemnificationresult thereof, the Indemnified Party may at the expense of the Indemnifying Party contest, settle would become subject to injunctive or pay such claim, provided that settlement other equitable relief or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to if the Indemnified Party will be the amount may reasonably object to such disposition of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following such claim based on a reasonable effort by continuing adverse effect on the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party A party seeking indemnification under the Agreement (the “Indemnified Party”) shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim claim, or notice of the commencement of any actionsuit, administrative action or legal proceedingproceeding (each, or investigation as a “Claim”) in respect of which indemnity may be sought under and will provide the Indemnifying Party such information and documents with respect thereto that the Indemnifying Party may reasonably request. The failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations, except to the extent that such failure to notify shall adversely affect the rights of have actually materially prejudiced the Indemnifying Party. The Indemnifying Party shall be entitled have the right, at its option, exercisable within 30 days after receipt of such notice to participate assume the defense of, at its own expense in the defense or, if it so elects, to assume the defense thereof with and by its own counsel designated by the Indemnifying Party and (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party intends to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that if the defendants in Indemnifying Party shall not settle any such action include both Asserted Liability without the written consent of the Indemnified Party unless such settlement (i) releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability, (ii) does not contain a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the Indemnified Party, and (iii) does not impose a restriction on Indemnified Party’s business or an injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party and to assume the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from defense of such action or additional to, or inconsistent with, those available to the Indemnifying Partyproceeding, the Indemnified Party shall have the right to select employ separate counsel and be represented by separate counselto participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear not be entitled to assume control of such defense but shall pay for the reasonable fees fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel retained by shall be reasonably satisfactory to the Indemnified Party Indemnifying Party, if (i) the Indemnified Party shall have retained such counsel claim for indemnification relates to or arises in accordance connection with the preceding paragraph 17.4.1any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party shall elect not to assume Party, on the defenses of such actionone hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory Party failed or is failing to prosecute or defend such claim. If the Indemnified Party intends to represent compromise, settle or defend any Asserted Liability in accordance with the Indemnified Party, immediately preceding sentence or (iv) after the Indemnifying Party shall have authorized has declined to exercise its option to assume the employment defense of counsel for an Asserted Liability, the Indemnified Party at the expense of shall promptly notify the Indemnifying Party. An Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not enter into a settlement or other compromise with respect to settle any claim such Asserted Liability without the prior written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party Each party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any personcooperate, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails cause their respective affiliates to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Articlecooperate, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net defense or prosecution of any insurance proceeds received Claim by the Indemnified Party following a reasonable effort by the Indemnified Partythird party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. 17.4.1 Promptly after receipt by a Party of (a) In case any claim or notice of the commencement of any action, administrative or legal proceedingis made, or investigation as to which the indemnity provided for in this Article may applyany suit or action is commenced, against a Bank Indemnified Party or Company Indemnified Party, the party in respect of which indemnification may be sought under this ARTICLE 16 (including for the benefit of its officers, directors or employees claiming by or through any of them) (the “Indemnified Party Party”) shall notify promptly give the Indemnifying Party in writing of such fact, but other party (the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the “Indemnifying Party. The ”) notice thereof and the Indemnifying Party shall be entitled to participate at its own expense in the defense orthereof and, if it with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so elects, to assume the defense thereof with counsel designated by thereof, the Indemnifying Party and satisfactory will not be liable to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnifying Party and the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, Party (in which case the Indemnified Indemnifying Party shall not have the right to select direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be represented borne by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 (c) The Indemnifying Party shall bear promptly notify the reasonable fees and expenses Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the counsel retained Indemnified Party in respect of which payments may be sought by the Indemnified Party if hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of any Indemnified Party to consent to any settlement or compromise involving the imposition of nonmonetary remedies on the Indemnified Parties shall have retained such counsel in accordance with the preceding paragraph 17.4.1not be deemed to be unreasonably withheld), and (ii) the Indemnifying Indemnified Party shall elect may settle or compromise any such claim, suit or action solely for an amount not to assume the defenses of such actionexceeding one thousand dollars ($1,000), (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, but shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, settle or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or compromise any other compromise with respect to any claim matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementwithheld. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a If any action shall be brought against any Indemnified Party in respect of any claim or notice of the commencement of any actionwhich indemnity may be sought pursuant to this Agreement, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the such Indemnified Party shall promptly notify the Indemnifying Party in writing writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such factIndemnified Party. Such Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the failure so to notify fees and expenses of such Indemnifying Party counsel shall be at the expense of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect (a) the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense employment thereof with counsel designated has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed after a reasonable period of time to assume such defense and satisfactory to the Indemnified Party; providedemploy counsel, however, that if the defendants (c) in any such action include both there is, in the Indemnified Party and reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party shall have reasonably concluded that there may be legal defenses available or (d) if such action involves a Person seeking to it which are different from impose any equitable remedies or additional to, or inconsistent with, those available to the Indemnifying any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party shall have will be indemnified under this Article VI, in which case the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear be responsible for the reasonable fees and expenses of the counsel retained by the no more than one such separate counsel. The Indemnifying Party will not be liable to any Indemnified Party if under this Agreement (ia) the for any settlement by an Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) effected without the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the ’s prior written consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall not enter into a settlement delayed or other compromise with respect (b) to the extent, but only to the extent, that any Loss is attributable to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission breach of any violation of law or any violation of the rights of representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying PartyAncillary Document. If the Indemnifying Party fails to assume assumes the defense of a claim meriting indemnificationany action against any Indemnified Party, the Indemnified Party may at the expense of the Indemnifying Party contestshall not, settle or pay without such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious prior written consent, enter into any settlement or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing compromise or consent to the entry of any judgment with respect to such action if such settlement, compromise or judgment (a) involves a finding or admission of wrongdoing, (b) does not include an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such action or (c) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partyindemnified under this Article VI.

Procedures. 17.4.1 Promptly after receipt by a Party Any Person that may be entitled to indemnification under this Agreement (an "Indemnified Party") shall give written notice to the Person obligated to indemnify it (an "Indemnifying Party") with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will be based; the notice of the commencement of any action, administrative or legal proceeding, or investigation shall set forth such information with respect thereto as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have is then reasonably available to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented undertake the defense of any such claim asserted by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance third party with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent and the Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party, or (iv) 's expense. If the Indemnifying Party shall have authorized assumed the employment defense of the claim with counsel for reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable to the Indemnified Party at for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the expense of Indemnified Party in connection with the defense thereof. The Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to be liable for any claim settled without the prior written consent of the Indemnifying Partyits consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against obtain the written consent of the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding prior to ceasing to defend, settling or admission otherwise disposing of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Partyclaim. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contestIn no event shall Inverness institute, settle or pay such otherwise resolve any claim or potential claim, provided that action or proceeding relating to the Product or any trademarks or other intellectual property rights of Warner-Lambert without the prior written consent of Warner-Lambert. ▇▇ ▇▇ ▇▇▇▇▇ ▇▇all Warner-Lambert settle or otherwise ▇▇▇▇▇▇▇ ▇▇▇ ▇laim or potential cl▇▇▇, ▇▇▇▇▇▇ ▇▇ proceeding where such settlement or full payment resolution would negatively impact the intellectual property rights of any such claim may be made only following Inverness without the prior written consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementInverness. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a (a) The Party seeking indemnification under Section 7.2 (the “Indemnified Party”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim claim, or notice of the commencement of any actionsuit, administrative action or legal proceeding, or investigation as proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will promptly provide the Indemnifying Party such information and access to which personnel with respect thereto that the indemnity provided for in this Article Indemnifying Party may apply, the Indemnified Party shall reasonably request. The failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations hereunder, except to the extent that such failure to notify shall have adversely affect the rights of prejudiced the Indemnifying Party. . (b) The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without obtain the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. The If such Indemnified Party mitigates its loss after the Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against has paid the Indemnified Party without under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s consent unless reasonable costs of mitigation). (ie) there is no finding Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage or admission of through indemnification, contribution or other reimbursement arrangements from any violation of law or other Person alleged to be responsible, for any violation of the rights of any personDamages payable under Section 7.2, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay amounts received from such claim, provided that settlement or full payment of sources shall offset any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as Damages otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless payable under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.Section 7.2

Procedures. 17.4.1 Promptly after receipt by a Party of any claim or notice of i) If the commencement of any action, administrative or legal proceedingSeller Parties shall seek indemnification pursuant to Section 19(b), or investigation as if the Buyer Parties shall seek indemnification pursuant to which the indemnity provided for in this Article may applySection 19(a), the Indemnified Party shall notify give written notice to the Indemnifying Party promptly (and in any event within thirty (30) days) after the Indemnified Party (or, if the Indemnified Party is a corporation, any officer or employee of the Indemnified Party) becomes aware of the facts giving rise to such claim for indemnification (an “Indemnified Claim”) specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Losses, if known, the method of computation thereof, containing a reference to the provision of the Agreement in respect of which such Indemnified Claim arises and demanding indemnification therefor. Notwithstanding any other provision to the contrary, the Indemnifying Party shall not be required to indemnify, defend or hold harmless any Indemnified Party against or reimburse any Indemnified Party for any Losses unless the Indemnified Party has notified the Indemnifying Party in writing in accordance with this Section 19(e) of a pending or threatened claim with respect to such fact, but the failure so to notify such Indemnifying Party matters within thirty (30) days of any such action shall not relieve the Indemnifying Party becoming aware of such pending or threatened claim and within the applicable survival period set forth in Section 10. If the Indemnified Claim arises from the assertion of any liability which it may claim, or the commencement of any suit, action, proceeding or Remedial Action brought by a Person that is not a party hereto (a “Third Party Claim”), any such notice to the Indemnifying Party shall be accompanied by a copy of any papers theretofore served on or delivered to the Indemnified Parry in connection with such Third Party Claim. With respect to any Third Party Claim asserted or brought prior to the Closing Date, notice of such Third Party Claim shall be deemed to have been delivered on the Closing Date. ii) Upon receipt of notice of a Third Party Claim from an Indemnified Party pursuant to this Section 19(e) the Indemnifying Party will be entitled to assume the defense and control of such Third Party Claim subject to the provisions of this Section 19(e) provided that in the case of matters involving actions or claims that, if not fast paid, discharged or otherwise complied with would result in a material interruption or cessation of the conduct of the Business, the Indemnifying Party shall act promptly to avoid, to the extent practicable, any such effects on the Business. After written notice by the Indemnifying Party to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, election to assume the defense thereof with counsel designated by and control of a Third Party Claim, the Indemnifying Party and satisfactory shall not be liable to such Indemnified Party for any legal fees or expenses subsequently incurred by such Indemnified Party in connection therewith. Notwithstanding anything in this Section 19(e) to the Indemnified Party; providedcontrary, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party does not assume defense and the Indemnified control of a Third Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying PartyClaim as provided in this Section 19(e), the Indemnified Party shall have the right to defend such Third Party Claim, subject to the limitations set forth in this Section 19(e), in such manner as it may deem appropriate. Whether the Indemnifying Parry or the Indemnified Party is defending and controlling any such Third Party Claim, it shall select and be represented by separate counsel, contractors, experts and consultants of reasonable recognized standing and competence, shall take all steps necessary in the investigation, defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Losses relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Losses therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costsParty in connection with any Third Party Claim. 17.4.2 The iii) Subject to the provisions of Sections 19(e)(ii) and 19(e)(iv) the Indemnifying Party shall bear be authorized to consent to a settlement of, or the reasonable fees entry of any judgment arising from, any Third Party Claims, and expenses of the counsel retained by the Indemnified Party if shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that the Indemnifying Party shall (ia) pay or cause to be paid all amounts arising out of such settlement judgment concurrently with the effectiveness thereof; (b) shall not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to such Indemnified Party or to the conduct of that party’s business; and (c) shall obtain, as a condition of any settlement or other resolution, a complete release of each Indemnified Party against any and all damages resulting from, arising out of or incurred with respect to such settlement or other resolution. Except for the foregoing, no settlement or entry of judgment in respect of any Third Party Claim shall be consented to by any Indemnifying Party or Indemnified Party without the express written consent of the other party. iv) In the case of the indemnification contemplated by Section 19(e)(ii), in the event that the Indemnifying Party desires to settle the matters referenced therein or consent to the entry of any judgment arising thereunder and the Indemnified Party does not wish to consent to such settlement or entry of judgment, the Indemnified Party shall have retained no obligation to consent to the settlement or entry of judgment provided that it agrees in writing to pay and be responsible for 100% of any Losses; provided that the Indemnified Party shall not be required to consent to any settlement or agree to be responsible for the payment of Losses thereafter incurred with respect to any matter the settlement or entry of judgment of which would require the consent of such counsel Indemnified Party pursuant to Section 19(e)(iii). Notwithstanding the foregoing, an Indemnifying Party may, at its option and expense, participate in accordance the defense of any Indemnified Claim. v) If the Indemnifying Party and the Indemnified Party are unable to agree with the preceding paragraph 17.4.1, (iirespect to a procedural matter arising under this Section 19(e) the Indemnifying Party shall elect not to assume and the defenses of such action, (iii) the Indemnifying PartyIndemnified Party shall, within a reasonable time ten (10) days after notice of disagreement given by either party, agree upon a third-party referee (“Referee”), who shall be an attorney and who shall have the commencement authority to review and resolve the disputed matter. The parties shall present their differences in writing (each party simultaneously providing to the other a copy of all documents submitted) to the Referee and shall cause the Referee promptly to review any facts, law or arguments either the Indemnifying Party or the Indemnified Party may present. The Referee shall be retained to resolve specific differences between the parties within the range of such differences. Either party may request that all discussions with the Referee by either party be in each other’s presence. The decision of the actionReferee shall be final and binding unless both the Indemnifying Party and the Indemnified Party agree. The parties shall share equally all costs and fees of the Referee. vi) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall not have employed counsel reasonably satisfactory be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to represent the Indemnified Party, any insurance benefits or (iv) the Indemnifying Party shall have authorized the employment other claims of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) The terms of this Section 8.4 shall apply to any claim (a "Claim") ----- for indemnification under the terms of Sections 8.2 or 8.3. The Section 8.2 Indemnified Party or Section 8.3 Indemnified Party (each, an "Indemnified ----------- Party"), as the case may be, shall give prompt written notice of such Claim to the commencement of indemnifying party (the "Indemnifying Party") under the applicable Section, ------------------ which party may assume the defense thereof, provided, that any action, administrative delay or legal proceeding, or investigation as failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder only to the Indemnified Party except to the extent extent, if at all, that it is materially prejudiced by reason of such failure to notify shall adversely affect the rights of the Indemnifying Partydelay or failure. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented approve any counsel selected by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect and to approve the terms of any proposed settlement, such approvals not to assume be unreasonably delayed or withheld (unless, in the defenses case of approval of a proposed settlement, such actionsettlement provides only, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory as to the Indemnified Party to represent the Indemnified Party, or (iv) the payment of money damages actually paid by the Indemnifying Party shall have authorized the employment and a complete release of counsel for the Indemnified Party at the expense in respect of the Indemnifying Partyclaim in question). An Indemnified Party shall not enter into a settlement or other compromise with respect to Notwithstanding any claim without the prior written consent of the Indemnifying Partyforegoing to the contrary, which consent the provisions of this Article VIII shall not be unreasonably withheld construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or delayed. The that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article VIII to the fullest extent permitted by law. (b) In the event that the Indemnifying Party shall not enter into a settlement or other compromise with respect to undertakes the defense of any claim against Claim, the Indemnifying Party will keep the Indemnified Party without advised as to all material developments in connection with such Claim, including promptly furnishing the Indemnified Party’s consent unless Party with copies of all material documents filed or served in connection therewith. (ic) there is no finding or admission of any violation of law or any violation of In the rights of any person, and (ii) the sole relief provided is monetary damages event that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnificationany Claim within thirty (30) days after receiving written notice thereof, the Indemnified Party may at shall have the expense right, subject to the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article VIII, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnified Party contestassumes the defense of any Claim, settle or pay such claim, provided that settlement or full payment the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such claim may be made only following consent of the Indemnifying action or proceeding. Each Indemnified Party or, absent shall agree in writing prior to any such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Articleadvancement that, in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that a Party is obligated it shall be determined that he or it was not entitled to indemnify and hold the other Party and its successors and assigns harmless indemnification under this Article 17, the amount owing VIII. (d) In no event shall an Indemnifying Party be required to the Indemnified Party will be the amount pay in connection with any Claim for more than one firm of counsel (and local counsel) for each of the following groups of Indemnified Party’s actual loss net Parties: (i) AT&T PCS, its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any insurance proceeds received by of them; and (ii) the Indemnified Party following a reasonable effort by Company and its Affiliates, and the Indemnified Partyshareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them.

Procedures. 17.4.1 Promptly Each party entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by a such Indemnified Party has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation Claim as to which indemnity may be sought and shall permit the indemnity Indemnifying Party to assume the defense of any such Claim; provided that counsel for in this Article may applythe Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party shall notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action (whose approval shall not relieve the Indemnifying Party from any liability which it may have to unreasonably be withheld), and the Indemnified Party except to the extent that may participate in such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate defense at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and (unless the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to a conflict of interest between the Indemnifying Party, Party and the Indemnified Party shall have the right to select and be represented by separate counselin such action, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear in which case the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained one such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party for all Indemnified Parties as a group shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party be at the expense of the Indemnifying Party. An ), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not enter into a settlement or other compromise with respect to any claim without relieve the prior written consent Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not ), consent to entry of any judgment or enter into a any settlement or other compromise with respect to any claim against which does not include an unconditional release of the Indemnified Party without from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid Claim in full by the Indemnifying Party. If the question as an Indemnifying Party fails to assume may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementClaim. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a If any Action shall be brought against any Indemnified Party in respect of any claim which indemnity may be sought pursuant to this Agreement or notice of the commencement of any action, administrative or legal proceedingSeries A Amendment, or investigation as to which the indemnity provided for in this Article may applyWarrants, the such Indemnified Party shall promptly notify the Indemnifying Party in writing writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such factIndemnified Party. Such Indemnified Party shall have the right to employ separate counsel in any such Action and participate in the defense thereof, but the failure so to notify fees and expenses of such Indemnifying Party counsel shall be at the expense of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect (a) the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense employment thereof with counsel designated has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed after a reasonable period of time to assume such defense and satisfactory to employ counsel, (c) in such Action there is, in the Indemnified Party; providedreasonable opinion of such separate counsel, however, that if a material conflict on any material issue between the defendants in any such action include both the Indemnified Party and position of the Indemnifying Party and the position of such Indemnified Party shall have reasonably concluded that there may be legal defenses available or (d) if such Action involves a Person seeking to it which are different from impose any equitable remedies or additional to, or inconsistent with, those available to the Indemnifying any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party shall have will be indemnified under this Section 11, in which case the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear be responsible for the reasonable fees and expenses of the counsel retained by the no more than one such separate counsel. The Indemnifying Party will not be liable to any Indemnified Party if under this Agreement (i) the for any settlement by an Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) effected without the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the ’s prior written consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall not enter into a settlement delayed or other compromise with respect (ii) to the extent, but only to the extent, that any Loss is primarily attributable to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission breach of any violation of law or any violation of the rights of any personrepresentations, and (ii) warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the sole relief provided is monetary damages that are paid in full by Series A Amendment or the Indemnifying PartyWarrants. If the Indemnifying Party fails to assume assumes the defense of a claim meriting indemnificationany Action against any Indemnified Party, the Indemnified Party may at the expense of the Indemnifying Party contestshall not, settle or pay without such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious prior written consent, enter into any settlement or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing compromise or consent to the entry of any judgment with respect to such Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such Action or (3) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partyindemnified in full under this Agreement.

Procedures. 17.4.1 Promptly after receipt If Licensee, Licensor or their respective Affiliates (in each case an "Indemnified Party"), receive any written claim which such Indemnified Party believes is the subject of indemnity hereunder by a another Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may applyhereto (an "Indemnifying Party"), the Indemnified Party shall notify shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, provided that the failure to give timely notice to the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action as contemplated hereby shall not relieve release the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of unless the Indemnifying PartyParty demonstrates that the defense of such claim is materially prejudiced by such failure. The Indemnifying Party shall be entitled have the right, by prompt written notice to participate at its own expense in the defense or, if it so elects, Indemnified Party to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such actionclaim at its cost, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) provided, however, that Licensor shall assume the defense of any claims of patent infringement related to the Licensed Products. If the Indemnifying Party shall have authorized does not so assume the employment defense of counsel for such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume the defense, with counsel of its choice, but at the expense cost of the Indemnifying Party. An If the Indemnifying Party so assumes the defense, it shall have absolute control of the litigation; provided that the Indemnified Party may, nevertheless, participate therein through counsel of its choice and at its cost. The involved Party not assuming the defense of any such claim shall not enter into a settlement or render all reasonable assistance to the Party assuming such defense, and out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other compromise than by the Party defending the same, and then only with respect to any claim without the prior written consent of the Indemnifying other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against withheld; provided that the Indemnified Party without the Indemnified Party’s shall have no obligation to consent unless to any settlement of any such claim which (i) there is no finding imposes on the Indemnified Party any liability or admission of any violation of law obligation which cannot be assumed or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid performed in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of (ii) does not unconditionally release the Indemnified Party’s counsel that such claim is meritorious , (iii) requires a statement as to or warrants settlement. 17.4.3 Except as otherwise provided in this Articlean admission of fault, in the event that a Party is obligated culpability or failure to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the act by or on behalf of Indemnified Party will be or (iv) imposes any restrictions on the amount conduct of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort business by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) The terms of this Section 7.4 shall apply to any claim (a "Claim") for indemnification under the terms of Sections 7.2 or 7.3 for Losses arising out of or relating to matters asserted by third parties. The Section 7.2 Indemnified Party or Section 7.3 Indemnified Party (each, an "Indemnified Party"), as the case may be, shall give prompt written notice of such Claim to the commencement of indemnifying party (the "Indemnifying Party") under the applicable Section, which party may assume the defense thereof, provided that any action, administrative delay or legal proceeding, or investigation as failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder only to the Indemnified Party except to the extent extent, if at all, that it is materially prejudiced by reason of such failure to notify shall adversely affect the rights of the Indemnifying Partydelay or failure. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented approve any counsel selected by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect and to approve the terms of any proposed settlement, such approval not to assume be unreasonably delayed or withheld (unless, in the defenses case of approval of a proposed settlement, such actionsettlement provides only, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory as to the Indemnified Party to represent the Indemnified Party, or (iv) the payment of money damages actually paid by the Indemnifying Party shall have authorized the employment and a complete release of counsel for the Indemnified Party at the expense in respect of the Indemnifying Partyclaim in question). An Indemnified Party shall not enter into a settlement or other compromise with respect to Notwithstanding any claim without the prior written consent of the Indemnifying Partyforegoing to the contrary, which consent the provisions of this Article 7 shall not be unreasonably withheld construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or delayed. The that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 7 to the fullest extent permitted by law. (b) In the event that the Indemnifying Party shall not enter into a settlement or other compromise with respect to undertakes the defense of any claim against Claim, the Indemnifying Party will keep the Indemnified Party without advised as to all material developments in connection with such Claim, including, but not limited to, promptly furnishing the Indemnified Party’s consent unless Party with copies of all material documents filed or served in connection therewith. (ic) there is no finding or admission of any violation of law or any violation of In the rights of any person, and (ii) the sole relief provided is monetary damages event that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnificationany Claim within ten Business Days after receiving written notice thereof, the Indemnified Party may at shall have the expense right, subject to the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article 7, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnified Party contestassumes the defense of any Claim, settle or pay such claim, provided that settlement or full payment the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such claim may be made only following consent of the Indemnifying action or proceeding. Each Indemnified Party or, absent shall agree in writing prior to any such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Articleadvancement that, in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that a Party is obligated it shall be determined that he or it was not entitled to indemnify and hold the other Party and its successors and assigns harmless indemnification under this Article 17, the amount owing 7. (d) In no event shall an Indemnifying Party be required to the Indemnified Party will be the amount pay in connection with any Claim for more than one firm of counsel (and local counsel) for each of the following groups of Indemnified Party’s actual loss net Parties: (i) Purchaser, its Affiliates, directors, shareholders, officers, employees, agents and/or the legal representatives of any insurance proceeds received by of them; and (ii) Seller, its Affiliates, directors, shareholders, officers, employees, agents and/or the Indemnified Party following a reasonable effort by the Indemnified Partylegal representatives of any of them.

Procedures. 17.4.1 Promptly after receipt by a an Indemnified Party under Section 8.1 of written notice of any claim damage, loss or notice expense in respect of the commencement of any actionwhich indemnity may be sought hereunder by it, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the such Indemnified Party shall will, if a claim is to be made against the Transferor, notify the Indemnifying Party Transferor thereof in writing of such fact, writing; but the failure omission so to notify such Indemnifying Party of any such action shall the Transferor will not relieve the Indemnifying Party Transferor from any liability (otherwise than under this Section 8.1) which it may have to any Indemnified Party except as may be required or provided otherwise than under this Section 8.1. Thereafter, the Indemnified Party except and the Transferor shall consult, to the extent appropriate, with a view to minimizing the cost to the Transferor of its obligations hereunder. In case any Indemnified Party receives written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the Transferor thereof, the Transferor will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such failure to notify shall adversely affect the rights of the Indemnifying Indemnified Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof thereof, with counsel designated by the Indemnifying Party and reasonably satisfactory at all times to the such Indemnified Party; provided, however, that if the defendants in parties against which any such action damage, loss or expense arises include both the Indemnified Party and the Indemnifying Party Transferor and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to, or inconsistent with, to those available to the Indemnifying PartyTransferor and may conflict therewith, the Indemnified Party or Parties shall have the right to select one separate counsel for such Indemnified Party or Parties to assume such legal defenses and be represented by separate counselotherwise to participate in the defense of such damage, at loss or expenses on behalf of such Indemnified Party or Parties. Upon receipt of notice from the Indemnifying Party’s expenseTransferor to such Indemnified Party of its election to assume the defense of such damage, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees loss or expense and expenses of the counsel retained approval by the Indemnified Party if of counsel, the Transferor shall not be liable to such Indemnified Party under this Section 8.1 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have retained employed such counsel in connection with assumption of legal defenses in accordance with the proviso to the next preceding paragraph 17.4.1sentence, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, Transferor shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, Party within a reasonable time after notice of commencement of the action or (iviii) the Indemnifying Party Transferor shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementTransferor. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly As promptly as reasonably practicable after receipt by a an Indemnified Party under this Section 10 of any claim or notice of the commencement of any actionaction for which such Indemnified Party is entitled to indemnification under this Section 10, administrative or legal proceedingsuch Indemnified Party will, or investigation as if a claim in respect thereof is to which the indemnity provided for in this Article may apply, be made against the Indemnified Party shall under this Section 10, notify the Indemnifying Party of the commencement thereof in writing of such fact, writing; but the failure omission to so to notify the Indemnifying Party (i) will not relieve such Indemnifying Party of from any such action shall not Liability under Section 10.1 above and (ii) will not, in any event, relieve the Indemnifying Party from any liability which it may have obligations to the any Indemnified Party except otherwise than the indemnification obligation provided in Section 10.1 above. In case any such action is brought against any Indemnified Party, and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The it may determine, jointly with any other Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so electssimilarly notified, to assume the defense thereof thereof, with counsel designated by satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party and satisfactory to Party) at the Indemnified expense of the Indemnifying Party; provided, however, that if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in in, or targets of, any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded been advised by counsel that there may be one or more legal defenses available to it which and/or other Indemnified Party that are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (iiiii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, Party within a reasonable time after notice of the institution of such action or (iv) the Indemnifying Party shall have authorized the employment of counsel for authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party, then, in each such case, the Indemnifying Party shall not have the right to direct the defense of such action on behalf of such Indemnified Party or Parties and such Indemnified Party or Parties shall have the right to select separate counsel (including local counsel) to defend such action on behalf of such Indemnified Party or Parties at the expense of the Indemnifying Party. An After notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof and approval by such Indemnified Party of counsel appointed to defend such action, the Indemnifying Party will not be liable to such Indemnified Party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof, unless the Indemnified Party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the Indemnifying Party shall not enter into a settlement be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or other compromise with respect separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, representing the Indemnified Party who are parties to any claim such action or actions). The Indemnifying Party shall not, without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a effect the settlement or other compromise of, or consent to the entry of any judgment with respect to to, any pending or threatened action or claim against in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party without the Indemnified Party’s consent is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) there is no finding or admission of any violation of law or any violation includes an unconditional release of the rights Indemnified Party from all Liability arising out of any person, such action or claim and (ii) the sole relief provided is monetary damages that are paid in full does not include a statement as to or an admission of fault, culpability or a failure to act, by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment on behalf of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim or notice of the commencement asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any action, administrative or legal proceeding, or investigation as matter that is subject to which the indemnity provided for in this Article may applyindemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Partyaccordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be entitled unreasonably withheld, conditioned or delayed); provided further, that such consent of the Indemnified Party shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to participate all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at its own the sole cost and expense in of the defense or, if it so electsIndemnifying Party, to assume cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense thereof with counsel designated or settlement of any Third Party Claim controlled by the Indemnifying Party and satisfactory pursuant to the Indemnified Party; providedthis Section 10.3(b), however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available bear its own costs and expenses with respect to it which are different from or additional to, or inconsistent with, those available to such participation. (c) If the Indemnifying PartyParty does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to select defend, and be represented reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by separate counselthe Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), at by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if consent (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall not enter into a settlement or other compromise bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any claim against event not later than 30 days after the Indemnified Party without becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party’s consent unless . The Indemnifying Party will have a period of five (i5) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid Business Days within which to respond in full by the Indemnifying Partywriting to such Direct Claim. If the Indemnifying Party fails to assume the defense of a claim meriting indemnificationdoes not so respond within such five Business Day period, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay will be deemed to have rejected such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the which event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of free to pursue such remedies as may be available to the Indemnified Party’s actual loss Party on the terms and subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds received and any indemnification reimbursement proceeds realized by and paid to the Indemnified Party following a reasonable effort by in respect of such claim, and the Indemnified Partyamount of any Loss shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Loss.

Procedures. 17.4.1 Promptly after receipt by If a Party of any claim or seeks indemnification under this Article IX, such Party (the “Indemnified Party”) shall promptly give written notice of to the commencement other Party (the “Indemnifying Party”) after receiving written notice of any action, administrative or legal lawsuit, proceeding, investigation, or investigation as other claim against it (if by a third party) or discovering the liability, obligation, or facts giving rise to which such claim for indemnification, describing the indemnity provided for in this Article may applyclaim, the Indemnified Party shall amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations hereunder except to the extent that such failure to notify shall adversely affect the rights of have prejudiced the Indemnifying Party. The In that regard, if any action, lawsuit, proceeding, investigation, or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate at its own expense in the defense orof such action, if it so electslawsuit, proceeding, investigation, or other claim giving rise to assume the defense thereof with counsel designated by Indemnified Party’s claim for indemnification at the Indemnifying Party Party’s expense and satisfactory option (subject to the limitations set forth below) and shall be entitled to control and appoint lead counsel of such defense which shall be counsel reasonably acceptable to the Indemnified Party; providedprovided that, howeveras a condition precedent to the Indemnifying Party’s right to assume control of such defense, that if the defendants it must first agree in any writing to be fully responsible for all Losses relating to such action include both claims and to provide full indemnification to the Indemnified Party for all Losses relating to such claim; and provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (each, an “Indemnified Party Controlled Proceeding”) (i) involves a claim to which the Indemnified Party shall have reasonably concluded that believes could be materially detrimental to or injure the Indemnified Party’s reputation, customer or supplier relations or future business prospects, (ii) seeks non-monetary relief from the Indemnified Party (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (iii) involves criminal allegations with respect to the Indemnified Party, (iv) is one in which the Indemnifying Party is also a party and joint representation would result in a conflict of interests or as to the principal allegations there may be legal defenses available to it the Indemnified Party which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, or (v) involves a claim as to which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to reasonably prosecute or defend. With respect to actions, lawsuits, proceedings and investigations or other claims asserted by a third party which are outstanding as of the Closing Date, if the Sellers are currently defending such action, lawsuit, proceeding, investigation or other claim, the Sellers shall have the right to control such defense subject to the right of the Purchaser Parties to divest the Sellers of such right if such action, lawsuit, proceeding, investigation or other claim would be an Indemnified Party Controlled Proceeding hereunder. If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have the right to select and be represented employ counsel separate from counsel employed by separate counsel, at the Indemnifying Party’s expenseParty in any such action and to participate in the defense thereof, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear but the reasonable fees and expenses of the such counsel retained employed by the Indemnified Party if (i) shall be at the sole cost and expense of the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) Party. If the Indemnifying Party shall elect not to assume control the defenses defense of any such actionclaim, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without obtain the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld withheld) before entering into any settlement of a claim or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect ceasing to any defend such claim against the Indemnified Party without the Indemnified Party’s consent unless (iA) there is no finding or admission of any violation of law or any violation of the rights of any person, Person and no adverse effect on any other claims that may be made against the Indemnified Party and (iiB) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 (a) Promptly after receipt the discovery by a any Indemnified Party of any Loss or Losses, claim or notice of the commencement of breach, including any actionthird party claim, administrative or legal proceeding, or investigation as that would reasonably be expected to which the indemnity provided give rise to a claim for in this Article may applyindemnification hereunder, the Indemnified Party shall notify deliver to the Indemnifying Securityholders’ Representative, or to Parent, as the case may be, a certificate (a “Claim Certificate”) that: (i) states that the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party may be entitled to indemnification pursuant to this Agreement; and (ii) specifies in reasonable detail, to the extent practicable and available, each individual item of Loss included in the amount so stated, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder; provided that no delay on the part of any Indemnified Party in writing of such factnotifying the Securityholders’ Representative, but or Parent, as the failure so to notify such Indemnifying Party of any such action case may be, shall not relieve the Indemnifying Party from Parties of any liability which it may have to the Indemnified Party or obligations hereunder except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Parties have been prejudiced thereby, and then only to such extent. (b) If the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall be entitled deliver a written notice to participate at its own expense in such effect to the defense or, if it so elects, to assume the defense thereof with counsel designated Indemnified Party within thirty (30) days after receipt by the Indemnifying Party and satisfactory to the Indemnified Party; providedof such Claim Certificate. Thereafter, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Indemnifying Party has objected. If the Indemnified Party and the Indemnifying Party agree with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. (c) Within thirty (30) days after delivery of a Claim Certificate, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of a third party claim with counsel reasonably concluded satisfactory to the Indemnified Party; provided that there (i) the Indemnifying Party may be legal defenses available only assume control of such defense if the ad damnum is less than or equal to it the amount of Losses for which are different from the Indemnifying Party is liable under this Article X and (ii) the Indemnifying Party may not assume control of the defense of a third party claim involving criminal liability or additional in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, or inconsistent with, those available to so assume control of the Indemnifying Partydefense of a third party claim, the Indemnified Party shall control such defense. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling party advised of the status of such third party claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such third party claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the right to select same) and be represented by separate counsel, at shall otherwise cooperate with and assist the Indemnifying Party’s expense, unless a liability insurer is willing to pay controlling party in the defense of such costs. 17.4.2 third party claim. The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by to the Indemnified Party with respect to a third party claim shall be considered Losses for purposes of this Agreement if (i) the Indemnified Party shall have retained controls the defense of such counsel in accordance with third party claim pursuant to the preceding paragraph 17.4.1, terms of this Section 10.5(c) or (ii) the Indemnifying Party shall elect not to assume the defenses assumes control of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to represent such third party claim. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any third party claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or (iv) delayed; provided that the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense consent of the Indemnifying Party. An Indemnified Party shall not enter into a be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other compromise with respect adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such third party claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything herein to the contrary, the Securityholders’ Representative shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Company and any Subsidiary; provided, however, that the Stockholders’ Representative shall consult with Parent prior to the settlement of any such proceedings that could reasonably be expected to adversely affect Parent, the Company or any Subsidiary in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party Parent shall not enter into a settlement have the right, at its own expense, to control any other Tax audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other compromise adjustment or proposed adjustment relating to Taxes with respect to the Company and any Subsidiary; provided that, with respect to any claim against item the Indemnified Party adjustment of which may cause the Support Agreement Securityholders to become obligated to make any payment pursuant to Section 10.2 hereof, Parent shall consult with the Securityholders’ Representative with respect to the resolution of any issue that would affect the Securityholders, and not settle any such issue, or file any amended Tax Return relating to such issue, without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Claims for Losses specified in any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If Claim Certificate to which the Indemnifying Party fails to assume has not objected in writing within thirty (30) days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the defense nature described in this Section 10.5(e) and claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a claim meriting indemnificationfinal non-appealable judicial determination are hereinafter referred to, the collectively, as “Agreed Claims.” The Indemnified Party may at the expense shall be entitled to payment for any Agreed Claim within ten (10) Business Days of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment determination of the amount of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementAgreed Claims. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated (f) Any indemnification payments made pursuant to indemnify and hold the other Party and its successors and assigns harmless under this Article 17X shall constitute a purchase price adjustment for Tax purposes. (g) For purposes of this Section 10.5, all notices to be delivered to, or any actions to be taken by, a Support Agreement Securityholder, whether as an Indemnified Party or as an Indemnifying Party, shall be satisfied by delivering notice to, and only to, and any such action shall be taken by, and only by, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified PartySecurityholders’ Representative.

Procedures. 17.4.1 Promptly after receipt by a an Indemnified Party of any claim or notice of the commencement of any actionknowledge that a Claim exists (a “Claim Proceeding”), administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the such Indemnified Party shall will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, promptly (and in any event within ten Business Days) notify the Indemnifying Party in writing of such fact, but the failure commencement thereof; provided that (i) the omission so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party will not relieve it from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to the an Indemnified Party except otherwise than on account of this Section 5.05. In case any such Claim Proceedings are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such failure to notify shall adversely affect the rights of the Indemnifying Indemnified Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof thereof, with counsel designated by the Indemnifying Party and reasonably satisfactory to the such Indemnified Party; provided, however, provided that if the defendants in any such action Claim Proceedings include both the such Indemnified Party and the Indemnifying Party and the such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which that are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, the such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and be represented to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such Claim Proceedings and approval by separate such Indemnified Party of counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the not be liable to such Indemnified Party if for expenses incurred by such Indemnified Party in connection with the defense thereof (iother than reasonable costs of investigation) the unless (x) such Indemnified Party shall have retained such employed separate counsel in connection with the assertion of legal defenses in accordance with the preceding paragraph 17.4.1sentence, (iiy) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Indemnified Party, Claim Proceedings or (ivz) the Indemnifying Party shall have authorized in writing the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 (a) Promptly after receipt by a the Indemnified Party under Section 11.02 or 11.03 of any claim or notice of a Loss or the commencement of any action, administrative or legal proceeding, or investigation as to Proceeding against which the indemnity provided for in it believes it is indemnified under this Article may applyArticle, the Indemnified Party shall shall, if a claim in respect thereto is to be made against the Indemnifying Party under this Article, notify the Indemnifying Party in writing of such factthe commencement thereof; provided, but however, that the failure omission so to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party it from any liability which that it may have to the Indemnified Party except to the extent that the Indemnifying Party is not prejudiced by such failure omission; and provided further, however, that with respect to notify any Proceeding in existence on the Closing Date with respect to an Excluded Liability, the Acquiror shall adversely affect be deemed to have given notice thereof to the Parent pursuant to this subsection (a) and the Parent shall be deemed to have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, all effective as of the Closing Date. (b) The Indemnifying Party shall, within thirty (30) days after receipt of a notice of Loss or Proceeding given pursuant to subsection (a) of this Section, either (i) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Proceeding in cash in immediately available funds (or establish by agreement with the Indemnified Party an alternative payment arrangement), (ii) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding but disavow the validity of the Loss or Proceeding or the amount thereof and, in the case of a Proceeding to the extent that it shall so desire in accordance with subsection (d) of this Section, assume the legal defense thereof or (iii) in writing object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof and set forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this subsection within such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this subsection and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. (c) An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification or contribution is sought hereunder. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of subsection (b) of this Section, the Indemnified Party may settle or compromise or consent to the entry of any judgment with respect to the Proceeding that was the subject of notice to the Indemnifying Party pursuant to subsection (b) of this Section without the consent of the Indemnifying Party (but no such settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of subsection (b) of this Section). Except as otherwise provided in the immediately preceding sentence and in subsection (d) of this Section, an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding, but, if such Proceeding is settled or compromised or if there is entered any judgment with respect to any such Proceeding, in either case with the consent of the Indemnifying Party. The , or if there be a final judgment for the plaintiff in any such Proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any Loss by reason of such settlement, compromise or judgment. (d) If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section, the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, be entitled to participate at its own expense in the defense or, if it so elects, to assume the legal defense thereof with counsel designated by at the expense of the Indemnifying Party and with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if . The Indemnified Party shall have the defendants right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party Party, and the Indemnified Party shall have reasonably concluded been advised by such counsel that there may be is one or more legal defenses available to it which that are different from or additional to, or inconsistent with, to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorney’s fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of a Proceeding as to which it has acknowledged liability, as between itself and the Indemnified Party, pursuant to clause (ii) of subsection (b) of this Section, the Indemnified Party shall have the right to select and be represented by separate counsel, at may require the Indemnifying PartyParty to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of and reasonable out-of-pocket expenses incurred in the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) defense thereof and the Indemnifying Party shall elect not to assume be bound by the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent result obtained with respect thereto by the Indemnified Party, or . (ive) In the case of a Loss as to which the Indemnifying Party shall have authorized responded pursuant to clause (iii) of subsection (b) above, the employment parties shall attempt in good faith to resolve their differences for a period of counsel for 60 days following receipt by the Indemnified Party at of the expense response of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect pursuant to any claim without subsection (b) above and, if the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect parties are unable to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnificationresolve their differences within such period, the Indemnified Party may at submit the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, matter to arbitration in accordance with the written opinion provisions of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementSection 13.10. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party of In case any claim or notice of the commencement of any action, administrative or legal proceedingis made, or investigation as to which the indemnity provided for in this Article may applyany suit or action is commenced, against an SHMC Indemnified Party or an LE Indemnified Party, the Party in respect of which indemnification may be sought under this Section 15 (including for the benefit of its officers, directors, employees, agents or representatives or any Person claiming by or through any of them) (the “Indemnified Party shall notify Party”) will promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party will be entitled to participate in writing of such factthe defense thereof and, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have with prior notice to the Indemnified Party except given not later than twenty (20) days after the delivery of the applicable notice, to the extent that such failure to notify shall adversely affect the rights of assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. The After notice from the Indemnifying Party shall be entitled to participate at such Indemnified Party of its own expense in the defense or, if it election so elects, to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof with other than reasonable costs of investigation. i. The Indemnified Party will have the right to employ its own counsel designated if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel will be at the Indemnified Party’s expense, unless (a) the employment of such counsel has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party and satisfactory has not employed counsel to take charge of the Indemnified Party; provideddefense within twenty (20) days after delivery of the applicable notice or, howeverhaving elected to assume such defense, that if the defendants in any thereafter ceases its defense of such action include both action, or (c) the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have has reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, Party (in which case the Indemnified Indemnifying Party shall will not have the right to select direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses will be represented borne by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 ii. The Indemnifying Party shall bear will promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action, but such notice will not affect in any way the obligation of the Indemnifying Party in accordance with this Section 15 to indemnify and hold harmless the Indemnified Party against Losses consisting of reasonable attorneys’ fees and expenses and all other costs and expenses of defense. iii. The Indemnified Party or Indemnifying Party may at any time notify the counsel retained other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1this Agreement, (ii) and the Indemnifying Party shall elect may settle or compromise any such claim, suit or action solely for the payment of money damages, but will not agree to assume any other settlement or compromise without the defenses prior consent of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) The terms of this Section 9.3 shall apply to any claim (a "Claim") for indemnification under the terms of Sections 9.1 and 9.2. The applicable AWS Indemnified Party or ACC Indemnified Party (each, an "Indemnified Party") shall give prompt written notice of such Claim to the commencement of indemnifying party hereunder (the "Indemnifying Party"), which may assume the defense thereof, provided that any action, administrative delay or legal proceeding, or investigation as failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure: The Indemnified Party shall have the right to approve any liability which it may have counsel selected by the Indemnifying Party (Friedman Kaplan Seiler & Adelman LLP and Edwards & Angell, LLP being ▇▇▇▇▇▇ a▇▇▇▇▇▇b▇▇) ▇▇d t▇ ▇▇▇▇▇ve the te▇▇▇ ▇▇ any ▇▇▇▇▇sed settlement (unless such settlement provides only, as to the Indemnified Party except to Party, the extent that such failure to notify shall adversely affect the rights payment of money damages actually paid by the Indemnifying Party). The Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs, and expenses to the extent that it shall be determined that he or it was not entitled to participate at its own expense indemnification under this Article 9. The right accruing to an Indemnified Party under this Article 9 shall not exclude any other right to which it or he may be lawfully entitled. Notwithstanding any of the foregoing to the contrary, the provisions of this Article 9 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 9 to the fullest extent permitted by law. (b) In the event that the Indemnifying Party undertakes the defense orof a Claim, if it so electsthe Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such Claim, including, but not limited to, promptly furnishing to the Indemnified Party copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying Party, within ten business days after receiving written notice of any such Claim, fails to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Partythereof, the Indemnified Party shall have the right right, subject to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not 's right to assume the defenses defense pursuant to the provisions of this Article 9, to undertake the defense, compromise or settlement of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel Claim for the Indemnified Party at the expense account of the Indemnifying Party. An Indemnified Party . (d) Notwithstanding anything herein to the contrary, neither party shall not enter into a settlement have any liability hereunder for consequential or other compromise with respect to any claim without the prior written consent punitive damages, even if apprised of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission possibility of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementdamages. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly (a) Any claim for recovery or indemnification pursuant to Section 8.1 will be made within ten (10) days after discovery of the circumstances underlying such claim in a written statement signed by the Indemnified Party, which will specify in reasonable detail each Loss suffered by the Indemnified Party and the estimated amount thereof, the date such item was claimed or the facts giving rise to such claim were discovered, the basis for any alleged liability and the nature of the breach or claim to which each such item is related. 8.2.1 Within ten (10) days after receipt by a the Indemnified Party hereunder of any claim or notice of the commencement of any such action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the such Indemnified Party shall shall, if a claim in respect thereof is to be made against the Indemnifying Party hereunder, notify the Indemnifying Party in writing thereof requesting indemnification and specifying the basis for which indemnification is sought and the amount of such factasserted Losses, to the extent then known, but the failure omission so to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party it from any liability which it may have to the such Indemnified Party except other than under this Section 8.2 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 8.2 if and to the extent that the Indemnifying Party is prejudiced by such failure to omission. In case any such action shall be brought against any Indemnified Party by a third party (a "THIRD PARTY CLAIM") and it shall notify shall adversely affect the rights Indemnifying Party of the Indemnifying Party. The commencement thereof, the Indemnifying Party shall be entitled to participate at its own expense in and, to the defense or, if extent it so electsshall wish, to assume and undertake the defense thereof of such Third Party Claim with counsel designated by satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and satisfactory undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 8.2 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party; Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel, provided, however, that that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal reasonable defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume such legal defenses and otherwise to participate in the defenses defense of such action, (iii) with the Indemnifying Party, within a reasonable time after notice expenses and fees of the commencement of the action, shall not have employed such separate counsel reasonably satisfactory and other expenses related to the Indemnified Party such participation to represent the Indemnified Party, or (iv) be reimbursed by the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementas incurred. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Any Indemnified Party shall notify the Indemnifying Party in writing (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article VII, and shall provide to the Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such factclaim or action. Subject to Section 7.2(c)(iv), but the failure to so notify or provide information to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party from of any liability which that it may have to the any Indemnified Party Party, except to the extent that such the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to notify shall adversely affect the rights of give such notice, in which case the Indemnifying PartyParty shall be relieved from its obligations under this Agreement to the extent of such material prejudice. The Indemnifying Party shall be entitled to participate at its own expense in and defend, contest or otherwise protect the defense or, if it so elects, to assume the defense thereof with Indemnified Party against any such claim or action by counsel designated by of the Indemnifying Party Party’s choice at the Indemnifying Party’s sole cost and satisfactory to the Indemnified Partyexpense; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a make any settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent ) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim or proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate at the Indemnified Party’s own expense in the defense thereof by counsel of the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to assume the defense of a defend, contest or otherwise protect against such suit, action, investigation, claim meriting indemnificationor proceeding, the Indemnified Party may at shall have the expense of the Indemnifying Party contestright to do so, settle or pay such claimincluding, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17without limitation, the amount owing right to make any compromise or settlement thereof, and the Indemnified Party will shall be entitled to recover the amount entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partysuch suit, action, investigation, claim or proceeding.

Procedures. 17.4.1 (a) Promptly after receipt by a the Indemnified Party under Section 10.02 or 10.03(a) of any claim or notice of a Loss or the commencement of any action, administrative or legal proceeding, or investigation as to Action against which the indemnity provided for in it believes it is indemnified under this Article may applyArticle, the Indemnified Party shall shall, if a claim in respect thereto is to be made against the Indemnifying Party under this Article, notify the Indemnifying Party in writing of such factthe commencement thereof; provided, but however, that the failure so omission to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party it from any liability which that it may have to the Indemnified Party except to the extent that the Indemnifying Parties is not prejudiced by such failure omission. (b) The Indemnifying Party shall, on or before the 15th day after receipt of a notice of Loss or Action given pursuant to notify Section 10.03(a), either (i) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Action and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Action in cash in immediately available funds (or if the Indemnified Party is a Buyer Indemnified Party and funds remain in the Escrow Amount, ICO shall adversely affect immediately instruct the Escrow Agent to disburse funds from the Escrow Amount in an amount equal to the lesser of (x) an amount sufficient to satisfy such indemnification claim and (y) the amount remaining in the Escrow Amount; provided that if the Indemnifying Party's indemnification obligations exceed the amount remaining in the Escrow Amount, the Seller Indemnifying Parties shall pay the amount not covered by the Escrow Amount in cash in immediately available funds), (ii) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Action but disavow the validity of the Loss or Action or the amount thereof and, in the case of an Action to the extent that it shall so desire in accordance with Section 10.03(d), assume the legal defense thereof or (iii) object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof, setting forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this Section 10.03(b) within such 15-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this Section 10.03(b) and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. (c) An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), pay, settle or compromise or consent to the entry of any judgment with respect to any Loss or pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Action) unless such payment, settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such Loss or Action. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of Section 10.03(b), the Indemnified Party may pay, settle or compromise or consent to the entry of any judgment with respect to the Loss or Action that was the subject of notice to the Indemnifying Party pursuant to Section 10.03(b) without the consent of the Indemnifying Party (but no such payment, settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of Section 10.03(b). Except as otherwise provided in the immediately preceding sentence and in Section 10.03(d), an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), pay, settle or compromise or consent to the entry of any judgment with respect to any Loss or pending or threatened Action, but, if such Loss or Action is paid, settled or compromised or if there is entered any judgment with respect to any such Action, in either case with the consent of the Indemnifying Party, or if there shall be a final judgment for the plaintiff in any such Action in which the procedures set forth in Section 10.03(d) below were followed, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such payment settlement, compromise or judgment. (d) If an Action shall be brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party thereof in accordance with Section 10.03(a), the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of Section 10.03(b, be entitled to assume the legal defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, have failed to assume the defense thereof with counsel designated by of such action or (iii) the Indemnifying Party and satisfactory named parties to the Indemnified Party; provided, however, that if the defendants in any such action Action (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party Party, and the Indemnified Party shall have reasonably concluded been advised by such counsel that there may be is one or more legal defenses available to it which that are different from or additional to, or inconsistent with, to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys' fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of an Action as to which it has acknowledged liability, as between itself and the Indemnified Party, pursuant to clause (ii) Section 10.03(b), the Indemnified Party shall have the right to select and be represented by separate counsel, at may require the Indemnifying Party’s expenseParty to reimburse it on a current basis for its reasonable expenses of investigation, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable attorneys' fees and expenses of and reasonable out-of-pocket expenses incurred in the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) defense thereof and the Indemnifying Party shall elect not to assume be bound by the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent result obtained with respect thereto by the Indemnified Party. In addition to and not in limitation of the foregoing, in connection with any Loss or (iv) Action relating to Environmental Laws and Authorizations thereunder or Hazardous Substances, the Indemnifying Party shall have authorized the employment right, from time to time, (A) to review all environmental reports and records in the possession of counsel for the Indemnified Party at to the expense extent related to such Loss or Action, (B) to have reasonable access to the applicable Real Property from time to time, and (C) to participate in and comment on (1) any remedial action, including the scope, extent, duration and cost of such remedial action, and (2) all discussions, negotiations and proceedings with Governmental Authorities and third parties in connection therewith; except that the provisions of this clause (C) shall not apply where the Indemnified Party reasonably concludes that a remedial action will not become the subject of an indemnity claim. (e) In the case of a Loss as to which the Indemnifying Party shall have responded pursuant to clause (iii) of Section 10.03(b), the parties shall attempt in good faith to resolve their differences for a period of 60 days following receipt by the Indemnified Party or Parties of the response of the Indemnifying PartyParty pursuant to Section 10.03(b). An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without If the prior written consent of the Indemnifying Partyparties should so agree, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against and the Indemnified Party without the is a Buyer Indemnified Party’s consent unless (i) there is no finding or admission of , a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any violation of law or any violation of such memorandum and distribute funds from the rights of any person, and (ii) Escrow Amount in accordance with the sole relief provided is monetary damages that are paid in full by the Indemnifying Partyterms thereof. If the Indemnifying Party fails parties are unable to assume the defense of a claim meriting indemnificationresolve their differences within such period, the Indemnified Party or Parties may at submit the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementmatter to judicial proceedings. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a an Indemnified Party of any claim or notice of the commencement of any actionknowledge that a Claim exists (a “Claim Proceeding”), administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the such Indemnified Party shall will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, promptly (and in any event within ten Business Days) notify the Indemnifying Party in writing of such fact, but the failure commencement thereof; provided that (i) the omission so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party will not relieve it from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to the an Indemnified Party except otherwise than on account of this Section 5.04. In case any such Claim Proceedings are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such failure to notify shall adversely affect the rights of the Indemnifying Indemnified Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof thereof, with counsel designated by the Indemnifying Party and reasonably satisfactory to the such Indemnified Party; provided, however, provided that if the defendants in any such action Claim Proceedings include both the such Indemnified Party and the Indemnifying Party and the such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which that are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, the such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and be represented to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such Claim Proceedings and approval by separate such Indemnified Party of counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the not be liable to such Indemnified Party if for expenses incurred by such Indemnified Party in connection with the defense thereof (iother than reasonable costs of investigation) the unless (x) such Indemnified Party shall have retained such employed separate counsel in connection with the assertion of legal defenses in accordance with the preceding paragraph 17.4.1sentence, (iiy) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Indemnified Party, Claim Proceedings or (ivz) the Indemnifying Party shall have authorized in writing the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a If any Action shall be brought against any Indemnified Party in respect of any claim which indemnity may be sought pursuant to this Agreement or notice of the commencement of any action, administrative or legal proceedingSeries 2023 Amendment, or investigation as to which the indemnity provided for in this Article may applyWarrants, the such Indemnified Party shall promptly notify the Indemnifying Party in writing writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such factIndemnified Party. Such Indemnified Party shall have the right to employ separate counsel in any such Action and participate in the defense thereof, but the failure so to notify fees and expenses of such Indemnifying Party counsel shall be at the expense of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect (a) the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense employment thereof with counsel designated has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed after a reasonable period of time to assume such defense and satisfactory to employ counsel, (c) in such Action there is, in the Indemnified Party; providedreasonable opinion of such separate counsel, however, that if a material conflict on any material issue between the defendants in any such action include both the Indemnified Party and position of the Indemnifying Party and the position of such Indemnified Party shall have reasonably concluded that there may be legal defenses available or (d) if such Action involves a Person seeking to it which are different from impose any equitable remedies or additional to, or inconsistent with, those available to the Indemnifying any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party shall have will be indemnified under this Section 11, in which case the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear be responsible for the reasonable fees and expenses of the counsel retained by the no more than one such separate counsel. The Indemnifying Party will not be liable to any Indemnified Party if under this Agreement (i) the for any settlement by an Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) effected without the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the ’s prior written consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall not enter into a settlement delayed or other compromise with respect (ii) to the extent, but only to the extent, that any Loss is primarily attributable to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission breach of any violation of law or any violation of the rights of any personrepresentations, and (ii) warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the sole relief provided is monetary damages that are paid in full by Series 2023 Amendment or the Indemnifying PartyWarrants. If the Indemnifying Party fails to assume assumes the defense of a claim meriting indemnificationany Action against any Indemnified Party, the Indemnified Party may at the expense of the Indemnifying Party contestshall not, settle or pay without such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious prior written consent, enter into any settlement or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing compromise or consent to the entry of any judgment with respect to such Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such Action or (3) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partyindemnified in full under this Agreement.

Procedures. 17.4.1 Promptly after receipt by (a) In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) in respect of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in indemnification may be sought by it under this Article may applyXVIII, the Indemnified Party shall notify promptly give the Indemnifying other Party in writing of such fact, but (the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the “Indemnifying Party. The ”) notice thereof and the Indemnifying Party shall be entitled to participate at its own expense in the defense orthereof and, if it with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so elects, to assume the defense thereof with counsel designated by thereof, except as set forth in Section 18.3(b), the Indemnifying Party and satisfactory shall not be liable to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnifying Party and the defense thereof, other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall have the right to select and be represented borne by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 (c) The Indemnifying Party shall bear promptly notify the reasonable fees and expenses Indemnified Party if the Indemnifying Party desires not to assume, or participate in, the defense of any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the counsel retained other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party if hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, but shall have retained such counsel in accordance with not agree to any other settlement or compromise without the preceding paragraph 17.4.1prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnifying Indemnified Party shall elect may settle or compromise any such claim, suit or action solely for an amount not to assume the defenses of such actionexceeding One Thousand Dollars ($1,000), (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, but shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, settle or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or compromise any other compromise with respect to any claim matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementwithheld. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt (a) In the event that any Proceeding for which an Indemnifying Party may have liability to any Indemnified Party hereunder is actually threatened, asserted against or sought to be collected from any Indemnified Party by a third party and such Indemnified Party has actual knowledge thereof (a “Third-Party Claim”), such Indemnified Party shall promptly (but no later than ten (10) Business Days after such Indemnified Party receives actual notice of such Third-Party Claim) notify the Indemnifying Party in a writing that (i) describes such Third-Party Claim in reasonable detail (including the particular sections of this Agreement pursuant to which indemnification is being sought by the Indemnified Party) and (ii) sets forth the amount or the estimated amount sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount recoverable in respect of, or otherwise limit the amount of recovery the Indemnified Party may seek in respect of, such Third-Party Claim) (a “Claim Notice”); provided, however, that a delay in providing a Claim Notice in accordance with this Section 12.4(a) shall not affect the rights of an Indemnified Party hereunder, except (and only to the extent that) any such delay has a direct, material adverse and prejudicial effect on the Indemnifying Party with respect to such Third-Party Claim (in which case, the Indemnifying Party shall be relieved only of any claim or notice portion of the commencement indemnification liability hereunder that resulted from such delay); provided, further, that for any Third-Party Claims relating to the exposure or alleged exposure of any action, administrative person to asbestos or legal proceeding, asbestos-containing substances or investigation as to which the indemnity provided for in this Article may applymaterials, the Indemnified Party shall notify not be required to submit a formal Claim Notice to the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party and may instead promptly forward a copy of any such action shall not relieve the Indemnifying Party from any liability which it may have complaint, demand letter or similar documentation to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense have twenty (20) days (or such lesser number of days set forth in the defense or, if it so elects, Claim Notice as may be required in the event of a litigated Proceeding) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party desires to assume the control, investigation and defense thereof of such Third-Party Claim. For purposes of the matter set forth on Schedule 12.2(a)(iv) of the Seller Disclosure Schedule (the “Specified Matter”), the parties hereto acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Seller shall be deemed to have assumed the control, investigation and defense of the Specified Matter; provided that Seller shall (A) keep Purchaser reasonably informed of all substantive developments and events relating to the Specified Matter, (B) reasonably promptly forward copies to Purchaser of any litigation filings or substantive correspondence with counsel designated by other parties with respect to the Specified Matter, (C) provide Purchaser with a reasonable opportunity to review and comment on any proposed substantive litigation filings in connection with the Specified Matter and (D) notify Purchaser in advance of any settlement discussions in connection with the Specified Matter, and confer with Purchaser regarding the strategy and objectives for any such discussions. Notwithstanding anything in this Agreement to the contrary, for so long as Seller has assumed the control, investigation and defense of the Specified Matter, Seller shall be responsible for all legal defense costs (including reasonable attorneys’ fees) relating to the Specified Matter. (b) In the event that, prior to the expiration of the Notice Period, the Indemnifying Party notifies the Indemnified Party in writing that it desires to assume the control, investigation and satisfactory defense of such Third-Party Claim, subject to Section 12.4(c), (i) the Indemnifying Party shall have the right to control the investigation and defense of such Third-Party Claim at the Indemnifying Party’s sole cost and expense, including the appointment, removal or replacement of counsel; provided that, other than with respect to the Specified Matter, the counsel is reasonably acceptable to the Indemnified Party; provided, howeverfurther, that, other than with respect to the Specified Matter, the Indemnifying Party acknowledges in writing that it is obligated to indemnify the Indemnified Party against any Losses that may be directly or indirectly suffered, paid, incurred or sustained by the Indemnified Party that, directly or indirectly, arise out of, result from or are related to such Third-Party Claim to the extent required hereunder; (ii) the Indemnifying Party shall not settle or compromise or offer to settle or compromise (“Settlement”) or consent to the entry of any Order with respect to any Third-Party Claim (including the Specified Matter) without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (1) such Settlement or Order does not (I) include any criminal liability or injunctive or non-monetary relief against the Indemnified Party or any of its Affiliates, (II) require any admission of liability (other than with respect to the Specified Matter) or require any admission of a violation of Legal Requirement by the Indemnified Party or any of its Affiliates, or (III) other than with respect to the Specified Matter, require any admission that would have an adverse effect on other claims then pending or threatened in writing against the Indemnified Party or any of its Affiliates that have been made known to the Indemnifying Party, (2) the Indemnifying Party fully indemnifies the Indemnified Party for all Losses arising out of, resulting from or related to the Third-Party Claim that is the subject of such Settlement or Order, and (3) the settlement contains a full and unconditional release of the Indemnified Party; provided that, with respect to a Settlement of the Specified Matter proposed by Seller, clause (ii)(2) shall be deemed to have been satisfied, and Purchaser shall be deemed to have consented to such Settlement, if Seller bears at least fifty percent (50%) of the defendants Losses with respect to such proposed Settlement of the Specified Matter; (iii) the Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party and its Representatives in the investigation, defense and Settlement of such Third-Party Claim, including by, to the extent permitted by applicable Legal Requirements, (x) furnishing documentary evidence to the extent reasonably available to the Indemnified Party or its Affiliates and (y) providing reasonable access to the Indemnified Party’s Representatives, as reasonably necessary to ensure the proper and adequate defense of a Third-Party Claim and (iv) the Indemnified Party shall have the right, but not the obligation, to participate in any such action include investigation and defense and to employ separate counsel of its choosing (at the Indemnified Party’s sole cost and expense, unless, (A) there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (B) there are one or more defenses available to the Indemnified Party that are not available to the Indemnifying Party or (C) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to defend in good faith a Third-Party Claim it has assumed, as provided in Sections 12.4(a) or 12.4(b), then in each case, the Indemnifying Party shall be liable for the reasonable and documented out-of-pocket fees and expenses of the Indemnified Party for one separate counsel (in addition to any necessary local counsel) to the extent such Third-Party Claim is subject to indemnification or reimbursement under this Article XII); provided that clauses (A), (B) and (C) shall not apply with respect to the Specified Matter. (c) Notwithstanding Section 12.4(b), other than with respect to the Specified Matter, if a Third-Party Claim (i) is a Proceeding or threatened Proceeding by a Governmental Authority, (ii) seeks injunctive or other non-monetary relief, that, if granted, would adversely affect the Indemnified Party or any of its Affiliates, (iii) seeks a finding or admission of liability or a violation of any criminal or civil regulatory Legal Requirement by the Indemnified Party or any of its Affiliates, (iv) seeks a finding or admission that would have an adverse effect on other claims actually made or threatened in writing against the Indemnified Party or any of its Affiliates or (v) would materially and adversely affect the ongoing business (including any dispute with any officers, managers, key employees, customers, suppliers, vendors and others having commercial relationships with the Indemnified Party or any of its Affiliates) of the Indemnified Party or any of its Affiliates (any such Third-Party Claim, an “Indemnified Party Defense Matter”) then, in each case of the foregoing clauses (i)-(v), the Indemnified Party shall be entitled to assume the control, investigation and defense such Third-Party Claim at the sole expense of the Indemnifying Party and the Indemnifying Party shall have reasonably concluded that there may be legal defenses available the right, but not the obligation, to it which are different from or additional to, or inconsistent with, those available participate in any such investigation and defense and to employ separate counsel of its choosing (at the Indemnifying Party’s sole cost and expense). Notwithstanding the foregoing, the Indemnified Party shall not affect a Settlement or consent to the entry of any Order of an Indemnified Party Defense Matter, unless such Settlement or consent complies with Section 12.4(b) mutatis mutandis. (d) The Indemnifying Party shall give the Indemnified Party a reasonable period to review and comment upon drafts of any documentation relating to any Settlement that the Indemnifying Party proposed to enter into or Order that the Indemnifying Party proposed to consent to, and the Indemnifying Party shall consider any such comments in good faith. (e) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 12.4(c), or (iii) after assuming the defense of a Third-Party Claim, fails to defend in good faith such Third-Party Claim then, in each case, the Indemnified Party shall have the right, but not the obligation, to control the investigation, defense and resolution of such Third-Party Claim, and shall reasonably consult with the Indemnifying Party regarding the strategy for investigation, defense and resolution of such Third-Party Claim, it being understood that the Indemnified Party’s right to select indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (f) The Indemnified Party and be represented the Indemnifying Party shall cooperate in order to allow for the proper and adequate investigation, defense and resolution of a Third-Party Claim, including by separate counselproviding reasonable access during normal business hours to each other’s relevant business records and other documents and employees. The Indemnified Party and the Indemnifying Party shall keep each other reasonably informed with respect to the status of such Third-Party Claim and shall, at to the extent permitted by applicable Legal Requirements, deliver to each other copies of all material written notices and documents (including court papers) received by the other that relate to the Third-Party Claim, and the Indemnifying Party’s expense, unless a liability insurer to the extent it is willing to pay controlling the investigation and defense of such costs. 17.4.2 The Indemnifying Third-Party Claim, shall bear the reasonable fees and expenses of the counsel retained by in good faith allow the Indemnified Party if to propose comments to the materials submitted in such defense (iand shall consider such comments in good faith). (g) In the event that any Indemnified Party has a claim against any Indemnifying Party under this Article XII for Losses not involving a Third-Party Claim that such Indemnified Party believes gives rise to a claim for indemnification or reimbursement in accordance with the terms of this Article XII, the Indemnified Party shall have retained promptly notify the Indemnifying Party of such counsel Losses in a writing that meets the requirements set forth in Section 12.4(a); provided, however, that a delay in providing such notification in accordance with the preceding paragraph 17.4.1requirements set forth in Section 12.4(a) shall not affect the rights of an Indemnified Party hereunder, except (iiand only to the extent that) any such delay has a direct, material adverse and prejudicial effect on the Indemnifying Party with respect to such claim (in which case, the Indemnifying Party shall elect not to assume the defenses be relieved only of such action, (iii) the Indemnifying Party, within a reasonable time after notice any portion of the commencement of the action, shall not have employed counsel reasonably satisfactory indemnification obligation hereunder that resulted from such delay). (h) Notwithstanding anything in this Section 12.4 to the Indemnified Party contrary, neither Purchaser nor Seller shall be required to represent the Indemnified Party, provide access to or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to disclose any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless information (i) there that is no finding subject to attorney-client privilege, work product protection or admission of any violation of law trade secret protection or any violation of the rights of any person, and other similar privilege or protection or (ii) the sole relief provided is monetary damages that are paid in full if such access or disclosure would (A) or would reasonably be expected to cause material harm to such party or (B) violate applicable Legal Requirements, contravene fiduciary duty or conflict with any Contract by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnificationwhich Purchaser, the Indemnified Party may at Acquired Companies or any of their respective Affiliates is bound; provided that the expense party not providing access or disclosing information shall advise the other party that the party not providing access or disclosing information is withholding such information and shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) to the other party in a manner that does not violate any of the Indemnifying Party contest, settle foregoing clause (i) or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementclause (ii). 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an “Indemnified Party”) receives notice of the assertion or commencement of any claim or notice of the commencement asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any action, administrative or legal proceeding, or investigation as matter that is subject to which the indemnity provided for in this Article may applyindemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the party against whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Partyaccordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be entitled unreasonably withheld, conditioned or delayed); provided further, that such consent of the Indemnified Party shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to participate all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at its own the sole cost and expense in of the defense or, if it so electsIndemnifying Party, to assume cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense thereof with counsel designated or settlement of any Third Party Claim controlled by the Indemnifying Party and satisfactory pursuant to the Indemnified Party; providedthis Section 10.3(b), however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available bear its own costs and expenses with respect to it which are different from or additional to, or inconsistent with, those available to such participation. (c) If the Indemnifying PartyParty does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to select defend, and be represented reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by separate counselthe Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), at by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if consent (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall not enter into a settlement or other compromise bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any claim against event not later than 30 days after the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission becomes aware of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full such Direct Claim. Such notice by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort sustained by the Indemnified Party.. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct

Procedures. 17.4.1 Promptly after receipt by a (i) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the Party or Parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, demand that the Indemnified Party shall notify has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnifying Indemnified Party, such claim being a “Third Party Claim”), describing in writing reasonable detail (taking into account the information then available to the Indemnified Party) the facts and circumstances with respect to the subject matter of such factclaim or demand; provided, but that the failure so to notify provide such Indemnifying Party of any such action notice shall not relieve release the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations under Section 4.12(a) and this Section 9.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure (as determined by a court of competent jurisdiction), it being agreed that notices for claims in respect of a breach of a covenant or agreement must be delivered prior to notify shall adversely affect the rights expiration of any applicable survival period specified in Section 9.1 for such covenant or agreement. (ii) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 4.12(a) and this Section 9.2, the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within twenty (20) Business Days of the Indemnifying Party. The Indemnifying receipt of notice of such Third Party shall be entitled to participate at its own expense in the defense or, if it so electsClaim, to assume the defense thereof with counsel designated by and control of such Third Party Claim (at the expense of such Indemnifying Party); provided, that the Indemnifying Party shall not be entitled to assume the defense and satisfactory control of such Third Party Claim, if (i) the Third Party Claim relates to or arises in connection with any criminal Action, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, or (iii) defense of the Third Party Claim would reasonably be expected to harm the Indemnified Party’s reputation or business relationships,; provided, howeverfurther, that if the defendants in any Indemnifying Party assumes the defense and control of such action include both Third Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense except that the Indemnifying Party shall pay the reasonable and documented fees and expenses of such external separate counsel if representation of both the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to by the same counsel would create a conflict of interest. If the Indemnifying PartyParty does not assume the defense and control of any Third Party Claim pursuant to this Section 9.2(c)(ii), the Indemnified Party shall have be entitled to assume and control such defense and the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear pay the reasonable and documented fees and expenses of the external counsel retained by the Indemnified Party, but the Indemnifying Party if (i) may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. Purchaser or Sellers, as the case may be, shall, and shall cause each of their respective Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided, that such settlement or judgment does not involve any injunctive or other equitable relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates and expressly unconditionally releases the Indemnified Party shall have retained and its Affiliates from all Liabilities with respect to such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Third Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory Claim. No Indemnified Party will consent to the Indemnified Party to represent the Indemnified Party, entry of any judgment or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a any settlement or other compromise with respect to any claim a Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 (i) The text of any Proposed Presentation will be presented in writing in the English language to the other Party for review and comment reasonably prior to the time the presentation or publication is proposed for submission to any Third Party. Promptly after its receipt by a Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have presentation or publication and reasonably prior to the Indemnified Party except time the presentation or publication is proposed for submission to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Third Party, the Indemnified other Party shall have will provide notice whether it has any comments or objection to the right to select and be represented proposed presentation or publication. The submitting Party will consider in good faith all comments by separate counsel, at the Indemnifying reviewing Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) If a reasonable objection is raised, including, for example, that the Indemnifying Party shall elect contents of the Proposed Presentation contain patentable subject matter for which patent protection should be sought, or that the Proposed Presentation discloses Confidential Information of the other Party, then submission of the Proposed Presentation will be delayed, unless and until such time as consent to submission of the presentation or publication is given (such consent not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement ) or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except except as otherwise provided in this Article, in the event that a subsection (iii) below or Section 11.6(b) above. Each Party is obligated to indemnify and hold will be acknowledged on any Proposed Presentation by the other Party and its successors and assigns harmless under this Article 17, the amount owing in accordance with generally accepted rules of authorship. (iii) Prior to the Indemnified Party date that POZEN transfers to GSK the NDA for a particular Collaboration Product, POZEN will retain final decision making authority under the terms of Section 11.6(c) with regard to Proposed Presentations relating to such Collaboration Product to be made by GSK pursuant to this Section 11.6(c) and GSK will retain final decision making authority under the amount terms of Section 11.6(c) with regard to Proposed Presentations relating to such Collaboration Product to be made by POZEN pursuant to this Section 11.6(c). From and after the date that POZEN has transferred to GSK the NDA for a particular Collaboration Product and for so long as GSK holds the NDA for such Collaboration Product, GSK will retain final decision making authority under the terms of Section 11.6(c) with regard to Proposed Presentations relating to such Collaboration Product proposed to be made by either Party. Subject to the terms of Section 11.6(c), GSK may pursue a public relations campaign as part of its Commercialization efforts of the Indemnified Party’s actual loss net Lead Product prior to the transfer of any insurance proceeds received by the Indemnified Party NDA for such Lead Product with the prior consent of POZEN and, thereafter following a reasonable effort by such transfer, without the Indemnified Partyprior consent of POZEN.

Procedures. 17.4.1 Promptly (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver written notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by a such Indemnified Party of any claim or written notice of the commencement of Third Party Claim, describing in reasonable detail the facts giving rise to any action, administrative or legal proceeding, or investigation as to which the indemnity provided claim for in this Article may applyindemnification hereunder, the Indemnified Party shall notify amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party in writing of may reasonably request. The failure to provide such factnotice, but the failure so to notify such Indemnifying Party of any such action however, shall not relieve release the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations under this Article VIII except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any is prejudiced by such action include both the Indemnified Party and the failure. (b) The Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, participate (at the Indemnifying Party’s expense) in or, unless a liability insurer is willing at its option and upon written notice to pay the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such costs. 17.4.2 The Third Party Claim, assume the defense thereof (including any appeal or settlement), at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding anything in this Section 8.4(b) to the contrary, the Indemnifying Party shall bear not be entitled to assume the reasonable fees and expenses defense of a Third Party Claim pursuant to the counsel retained by the Indemnified Party first sentence of this Section 8.4(b) if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1claim involves potential criminal liability, (ii) the Indemnifying Indemnified Party shall elect not reasonably determines that it would be inappropriate for a single counsel to assume the defenses represent all parties under applicable standards of such actionlegal ethics, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent such claim seeks an injunction or other equitable relief against the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for fails to defend such action in a timely and reasonably manner or the Indemnified Party reasonably determines that the amount of the Third Party Claim if successful would be likely to exceed the Indemnifying Party’s liability under this Agreement. In any Third Party Claim defended by the Indemnifying Party, (x) the Indemnified Party shall have the right to be represented by counsel and accountants at its own expense, (y) to the extent the Indemnified Party is not represented by its own counsel, the Indemnifying Party shall make itself reasonably available to the Indemnified Party to discuss the status of such Third Party Claim, and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Third Party Claim, but in the case of clauses (y) an (z), at the expense of the Indemnifying Party and subject to the further limitations set forth in Section 8.4(e). (c) If notice is given to the Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not, within 30 days after the Indemnified Party. An ’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim, or if the Indemnifying Party is not entitled to assume the defense of such Third Party Claim pursuant to Section 8.4(b), the Indemnified Party shall not enter into a settlement or other compromise with respect (upon notice to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed) have the right to undertake the defense of such claim at the Indemnifying Party’s expense. The Indemnifying Party shall not enter into a may elect to participate in such proceedings, negotiations or defense at any time at its own expense. (d) No compromise or settlement or other compromise with respect to of any claim against Third Party Claim may be effected by the Indemnified Indemnifying Party without the Indemnified Partyother party’s prior written consent unless (i) there is no finding or admission of any violation of law Law or any violation of the rights of any personPerson or any other wrongdoing, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party and its Affiliates receive an unconditional release from all Liabilities with respect to such claim. If The Indemnified Party may only settle a Third Party Claim to the extent that the Indemnifying Party fails to assume defend such Third Party Claim in a timely and reasonably manner. (e) All of the parties shall reasonably cooperate (at the Indemnifying Party’s expense) in the defense or prosecution of any Third Party Claim in respect of which a claim meriting indemnificationfor indemnification may be sought under Section 8.2 or Section 8.3 and each of the Buyer and the Sellers (or a duly authorized Representative of such party) shall (and shall cause their Affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that no party shall be required to provide records or information to the extent the provision of such information would cause the attorney-client or similar privilege to be waived. (f) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party may at shall deliver notice of such claim promptly to the expense Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party contestmay reasonably request. The failure to provide such notice, settle or pay such claimhowever, provided that settlement or full payment of any such claim may be made only following consent of shall not release the Indemnifying Party or, absent such consent, with the written opinion from any of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless obligations under this Article 17, the amount owing VIII except to the Indemnified extent that the Indemnifying Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received is prejudiced by the Indemnified Party following a reasonable effort by the Indemnified Partysuch failure.

Procedures. 17.4.1 (a) Promptly after receipt by any Person entitled to indemnity hereunder receives notice or otherwise becomes aware of any Third Party claim reasonably expected to be formally made against a Party of any claim or notice of the commencement of any action, administrative Third Party action or legal proceeding, or investigation as in each case which may give rise to which indemnification hereunder (a “Claim”), such Person (the “Aggrieved Party”) shall, if an indemnity provided for in claim with respect thereto is to be made against any Party obligated to provide indemnification pursuant to this Article 6 (the “Indemnifying Party”), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding or any of the foregoing; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party may applyelect to assume the defense of any such Claim, or any litigation resulting from such Claim. Upon such assumption, the Indemnified Aggrieved Party shall notify reasonably cooperate fully with the Indemnifying Party in writing the conduct of such factdefense. Such duty on the part of the Aggrieved Party to cooperate in such defense shall include (i) providing reasonable assistance in compiling and verifying responses to discovery requests, but the failure so (ii) providing reasonable access to notify such Indemnifying Party its employees for purposes of any such action shall not relieve consulting, , providing deposition and trial testimony and expert opinions and (iii) making reasonably available to the Indemnifying Party from any liability which it all books, records and other information as may have relevance to the Indemnified defense. The Aggrieved Party may participate, at its expense (not subject to indemnification hereunder), in the defense of such Claim; provided, however, that the Indemnifying Party shall direct and control the defense of such Claim. The Indemnifying Party shall not, in the defense of such Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of the Aggrieved Party which, in either case, may not be unreasonably withheld, delayed or conditioned. In addition, all awards and costs payable by a Third Party to the extent that such failure Aggrieved Party or the Indemnifying Party shall belong to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall not be entitled to participate at its own expense in control, and the Aggrieved Party shall be entitled to have sole control over, the defense or, if it so elects, or settlement of any claim to the extent that such claim seeks any injunction relief against the Aggrieved Party. (b) If the Indemnifying Party shall fail to assume the defense thereof with counsel designated by of a Claim, the Indemnifying Aggrieved Party and satisfactory to the Indemnified Party; provided, however, that if the defendants may defend against such Claim in any such action include both the Indemnified Party reasonable manner as it may deem appropriate and the Indemnifying Aggrieved Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay settle such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if Claim (i) the Indemnified Party shall have retained such counsel in accordance but only with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, delayed or delayed. The conditioned) on such terms as it may deem appropriate with reasonable advance notice to the Indemnifying Party, and, if the refusal to defend is in breach of the obligations hereunder, the Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against promptly reimburse the Indemnified Aggrieved Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be for the amount of the Indemnified Party’s actual loss net of any insurance proceeds received indemnifiable Losses incurred by the Indemnified Aggrieved Party following a reasonable effort in connection with the defense against or settlement of such Claim. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Indemnified PartySecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Procedures. 17.4.1 Promptly after receipt by a Party Person entitled to ---------- indemnification under subsection (a) or (b) (an "Indemnified Party") of notice --------------------- of any pending or threatened claim or against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of any actionthe Third Party Claim, administrative or legal proceeding, or investigation as an estimate of the amount of damages attributable to which the indemnity provided for in this Article may apply, Third Party Claim to the extent feasible and the basis of the Indemnified Party shall Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party in writing of such fact, but shall not relieve -------- the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which that it may have to the any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give -------------- notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such failure action and to notify participate in the defense thereof, but the fees and expenses of such counsel shall adversely affect be at the rights expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that -------- the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to participate at indemnification hereunder) shall reimburse the Indemnified Party for its own expense in reasonable out of pocket costs incurred with respect to such cooperation. If the defense or, if it so elects, Indemnifying Party fails to assume the defense thereof with counsel designated by of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party and satisfactory to assumes the Indemnified Party; provided, however, that if the defendants in any such action include both defense of the Indemnified Party and pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Indemnifying Third Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional toClaim, or inconsistent with, those available to the Indemnifying Party, then the Indemnified Party shall have the right to select and be represented by separate counseldefend, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall bear the reasonable fees be promptly and expenses of the counsel retained vigorously prosecuted by the Indemnified Party if (i) to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall have retained not -------- settle such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Third Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall not enter into a settlement or other compromise bear its own costs and expenses with respect to any claim against such participation. Notwithstanding the other provisions of this Section 13.2, if the ------------ Indemnifying Party disputes its potential liability to the Indemnified Party without the Indemnified Party’s consent unless (i) there under this Section 13.2 and if such dispute is no finding or admission of any violation of law or any violation resolved in favor of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the ------------ Indemnifying Party. If , the Indemnifying Party fails shall not be required to assume bear the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion costs and expenses of the Indemnified Party’s counsel 's defense pursuant to this Section ------- 13.2 or of the Indemnifying Party's participation therein at the Indemnified ---- Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a an Indemnifying Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing liable to the Indemnified Party will under this Section 13.2(c), the Indemnifying Party shall pay --------------- or cause to be paid to the Indemnified Party the amount of the Indemnified Party’s actual loss net Liability within ten business days of any insurance proceeds received receipt by the Indemnified Indemnifying Party following of a reasonable effort notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) The party seeking indemnification under Section 8.2 (the “Indemnified Party”) agrees to: (i) give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim claim, or notice of the commencement of any actionProceeding (“Claim”), administrative or legal proceeding, or investigation as in respect of which indemnity may be sought under such Section and (ii) provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from of its obligations hereunder, except to the extent such failure shall have actually and adversely prejudiced the Indemnifying Party. If, upon receipt of notice of a breach of this Agreement or any liability which it may have Ancillary Document by an Indemnified Party to an Indemnifying Party, the Indemnifying Party gives prompt notice to the Indemnified Party except that the breach is capable of being remedied within 90 days, the Indemnified Party agrees not to commence any Proceeding with respect to such breach until the extent that such failure to notify shall adversely affect the rights expiration of the Indemnifying Party. 90-day period. (b) The Indemnifying Party shall be entitled to participate at its own expense in the defense orof any Claim asserted by any third party (“Third-Party Claim”) and, if it so electssubject to the limitations set forth in this Section 8.3, shall be entitled to assume the control and appoint lead counsel for such defense thereof at any time with counsel designated by the Indemnifying Party and of its choice satisfactory to the Indemnified Party; provided, howeverin each case at the Indemnifying Party’s sole expense, that if unless the defendants nature of the claim creates an ethical conflict or it is otherwise inadvisable, in any such action include both the reasonable judgment of the Indemnified Party, for the same counsel to represent the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if so long as (i) the Indemnifying Party notifies the Indemnified Party shall have retained such counsel in accordance with writing within 15 days after the preceding paragraph 17.4.1Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim or raised in any related Proceeding; (ii) the Indemnifying Party shall elect not provides the Indemnified Party with evidence reasonably acceptable to assume the defenses of such action, Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder; (iii) the Indemnifying Party, within Third-Party Claim involves only a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or claim for money damages and no other relief and (iv) the Indemnifying Party shall have authorized conducts the employment defense of counsel for the Third-Party Claim actively and diligently. In all other cases the Indemnified Party may defend the Third-Party Claim with counsel of its choosing at the expense of the Indemnifying Party and the Indemnifying Party shall, upon request of the Indemnified Party, pay the fees and expenses (including the fees and expenses of legal counsel) incurred by the Indemnified Party in defending such Third-Party Claim, as such fees and expenses are incurred in advance of the final disposition of such Third-Party Claim upon receipt of an undertaking by the Indemnified Party to repay such payment if it is ultimately determined that such Indemnified Party is not entitled to indemnification under this Article VIII, which undertaking shall be accepted by the Indemnifying Party without reference to the financial ability of such Indemnified Party to make such repayment. (c) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 8.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party from all Liabilities with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ separate counsel of its choice for such purpose. An The fees and expenses of such separate counsel shall be paid by the Issuer. In addition, the Indemnified Party shall not enter into a settlement or other compromise with respect to settle any claim Third-Party Claim without the prior written consent of the Indemnifying Party. (d) If, which consent shall not be unreasonably withheld following the issuance of a final written determination, the Issuer is obligated by any Governmental Entity in connection with an audit or delayed. The Indemnifying Party shall not enter into a settlement or other compromise action for Taxes to make any Tax payment with respect to any claim against a Pre-Closing Tax Period or a Pre-Closing Straddle Period, then the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation Contributors shall, within 15 days of the rights Issuer’s receiving a final written determination that it is obligated to pay such Tax, pay to the Issuer the amount of any personsuch Tax. (e) Each party shall reasonably cooperate, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails cause their respective Affiliates to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Articlereasonably cooperate, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net defense or prosecution of any insurance proceeds received by the Indemnified Third-Party following a reasonable effort by the Indemnified PartyClaim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery Proceedings, hearings, trials or appeals, as may reasonably be requested in connection therewith.

Procedures. 17.4.1 Promptly Each Indemnified Party shall give notice to each Indemnifying Party promptly after receipt by a such Indemnified Party has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may applybe sought, the Indemnified Party shall notify and the Indemnifying Party may participate at its own expense in writing of such factthe defense, but or if it so elects, assume the failure so to notify such Indemnifying Party defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses; provided that such counsel shall be reasonably satisfactory to the Indemnified Party. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from any liability which it may have its obligations to the indemnify such Indemnified Party Party, except to the extent that such the Indemnified Party's failure to so notify shall adversely affect the rights of actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. The If the Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, elects to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional toproceeding, or inconsistent with, those available to the Indemnifying Party, the an Indemnified Party shall have the right to select employ separate counsel in such action or proceeding and be represented by separate counselto participate in the defense thereof, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay but such costs. 17.4.2 The Indemnifying Indemnified Party shall bear pay the reasonable fees and expenses of such separate counsel unless (a) the counsel retained by Indemnifying Party has agreed to pay such fees and expenses, or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party if (i) and the Indemnifying Party, and such Indemnified Party shall have retained been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in accordance with at the preceding paragraph 17.4.1expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf) or (iic) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense within a reasonable time after notice of the Indemnifying Partyinstitution of such claim. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the No Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following or litigation, shall, except with the consent of the Indemnifying Indemnified Party or(which consent will not be unreasonably withheld), absent consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such consent, with the written opinion Indemnified Party of the Indemnified Party’s counsel that a release from all liability in respect to such claim is meritorious or warrants settlementlitigation. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party The obligations and liabilities of either party to indemnify the other under Section 10.1 or Section 10.2 with respect to Claims relating to third parties shall be subject to the following terms and conditions: 1. The party to be indemnified (the "Indemnified Party") will give the other party (the "Indemnifying Party") prompt notice of any claim or notice such Claim, and, subject to the provisions of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may applySection 10.3B, the Indemnified Indemnifying Party shall will undertake the defense thereof by counsel chosen by it. The failure to promptly notify the Indemnifying Party shall not relieve such party of its obligations hereunder. The failure to promptly notify the Indemnifying Party shall not relieve such party of its obligations hereunder except in writing of such factthe event, but and solely to the extent, that the failure to so notify materially adversely prejudices the Indemnifying Party's ability to notify defend such Claim. 2. Following notice by the Indemnified Party to the Indemnifying Party of any such action shall not relieve a Claim and provided that the Indemnifying Party from any liability which it may have to notifies the Indemnified Party except in writing that the Indemnified Party is entitled to indemnification hereunder with respect to such Claim, the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings such Claim, except that Indemnifying Party shall have the right to participate at its own expense in in, but not control, the defense or, if it of any 49 61 such Claim; and provided further that notice of the intention so elects, to assume the defense thereof with counsel designated contest shall be delivered by the Indemnifying Party and satisfactory to the Indemnified Party within 30 days from the date of receipt by the Indemnifying Party of notice from the Indemnified Party of the assertion of such Claim. Any such contest may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party; provided, howeveras may be appropriate. Subject to compliance by the Indemnifying Party with the other requirements of this Section 10.3B, that such contest shall be conducted diligently by reputable counsel employed by the Indemnifying Party, but the Indemnifying Party shall keep the Indemnified Party generally informed with respect to such Claim and the contest thereof. Subject to compliance by Indemnifying Party with the other requirements of this Section 10.3B, if the defendants Indemnified Party joins in any such action include both contest, the Indemnifying Party shall have full authority, in consultation with the Indemnified Party, to determine all action to be taken with respect thereto, provided, that in no event shall the Indemnifying Party have authority to agree to any relief other than the payment of money damages by the Indemnifying Party unless agreed to by the Indemnified Party. Each party shall bear its own expenses of such representation. If any Claim is asserted and the Indemnifying Party fails to contest and defend such Claim within a reasonable period of time, the Indemnified Party may take such action in connection therewith as the Indemnified Party deems necessary or desirable, including retention of counsel, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available entitled to it which are different from or additional to, or inconsistent with, those available to indemnification for costs incurred in connection with such defense. 3. If requested by the Indemnifying Party, the Indemnified Party shall have agrees to cooperate with the right to select Indemnifying Party and be represented by separate its counsel, at including permitting reasonable access to books and records, in contesting any Claim which the Indemnifying Party’s expenseParty elects to contest or, unless a liability insurer is willing to pay such costs. 17.4.2 The if appropriate, in making any counterclaim against the person asserting the Claim, or any cross-complaint against any person, but the Indemnifying Party shall bear will reimburse the Indemnified Party for reasonable fees and expenses out-of-pocket costs (but not the cost of the counsel retained employee time expended) incurred by the Indemnified Party if (i) in so cooperating. 4. The Indemnified Party agrees to use its reasonable efforts to afford the Indemnifying Party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including governmental authorities, asserting any Claim against the Indemnified Party shall have retained or conferences with representatives of or counsel for such counsel in accordance with the preceding paragraph 17.4.1, (ii) persons. Unless the Indemnifying Party shall elect not to assume approves in writing the defenses settlement of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent Claim effected by the Indemnified Party, no conclusive right to indemnification under Section 10.1 or (iv) the Indemnifying Party Section 10.2 shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full established by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly A party entitled to indemnification hereunder (each, an “Indemnified Party”) shall give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim with respect to which it seeks indemnification promptly after receipt the discovery by a such Indemnified Party of any matters giving rise to a claim or notice of for indemnification hereunder; provided, that the commencement failure of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except of its obligations under this Section 8 unless and to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party shall have been materially prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim. In case any action, suit, claim or proceeding which may cause an Indemnified Party to incur indemnifiable Losses is brought against an Indemnified Party. The , the Indemnifying Party shall be entitled to participate at its own expense in assume and conduct the defense orthereof, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party unless (a) such claim seeks remedies, in addition to or other than, monetary damages that are reasonably likely to be awarded, (b) such claim involves a criminal proceeding or (c) counsel to the Indemnified Party advises such Indemnifying Party in writing that such claim involves a conflict of interest that would reasonably be expected to make it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party. If any one of the foregoing clauses (a) through (c) applies, or the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (iv) except that the Indemnifying Party shall have authorized the employment of counsel only be liable for the legal fees and expenses of one law firm for all Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise Parties, taken together with respect to any claim without single action or group of related actions, other than local counsel). If the prior written consent Indemnifying Party assumes the defense of any claim, the Indemnified Party shall nevertheless be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, that all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Indemnified Party shall reasonably cooperate in the defense or prosecution of such claim. Such reasonable 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 claim, which consent shall not be unreasonably withheld or delayedand making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not enter into a be liable for any settlement of any action, suit, claim or other compromise with respect proceeding effected without its prior written consent (not to any claim against the Indemnified be unreasonably withheld, conditioned or delayed). The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent unless (i) there is no finding which shall not be unreasonably withheld, conditioned or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contestdelayed), settle or pay compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought or may sought be hereunder unless such claim, provided that settlement or full payment compromise includes an unconditional release of any such Indemnified Party from all liability arising out of such action, suit, claim may or proceeding and is solely for monetary damages. The indemnification required by this Section 8 shall be made only following consent by periodic payments of the Indemnifying Party or, absent such consent, with amount thereof during the written opinion course of the Indemnified Party’s counsel that such claim is meritorious investigation or warrants settlementdefense, within thirty (30) days after bills are received or Losses are incurred. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly (a) If an event giving rise to indemnification under this Agreement occurs or is alleged and the party or parties entitled to receive the benefits of the indemnification provisions hereunder (the "AGGRIEVED PARTY") asserts that a party or parties has become obligated to the Aggrieved Party pursuant to Section 9.1 hereof (the "INDEMNIFYING PARTY"), or if any suit, action, investigation, claim or proceeding (each *Portions of this document have been intentionally omitted and filed separately with the Commission pursuant to a request for confidential treatment. 71 a "CLAIM") is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Aggrieved Party hereunder, the Aggrieved Party shall give written notice to the Indemnifying Party, promptly after receipt by a such Aggrieved Party has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation Claim as to which the indemnity provided for in this Article may applybe sought; provided, the Indemnified Party shall notify the Indemnifying Party in writing of such facthowever, but that the failure so to notify such Indemnifying Party of any such action Aggrieved Party to give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations under this Section 9.2 except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party will have the right, at its option and at its sole cost and expense, upon timely notice to the Aggrieved Party, to assume control of the defense (or otherwise contest or protect the Aggrieved Party against any such failure to notify shall adversely affect the rights Claim) of any Claim by counsel of the Indemnifying Party's choice, provided, however, such counsel is reasonably satisfactory to the Buyer. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action within a reasonable time, but in no event more than fifteen days after notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such Claim. If the Indemnifying Party assumes the defense of any such Claim, the obligations of the Indemnifying Party as to such Claim shall be limited to taking all steps necessary in the defense or settlement of such Claim resulting therefrom and to holding the Aggrieved Party harmless to the extent required under Section 9.1 hereof, from and against any and all Losses caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such Claim resulting therefrom. The Aggrieved Party may participate, at its expense, in the defense of such Claim, provided that the Indemnifying Party shall direct and control the defense of such Claim. The Indemnifying Party shall be entitled to participate at its own expense not, in the defense orof such Claim resulting therefrom, if it so electsconsent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release from all liability in respect of such Claim. All awards and costs payable by a third party to the Aggrieved Party or the Indemnifying Party shall belong to the Indemnifying Party. (b) If the Indemnifying Party shall not assume the defense thereof with counsel designated by of any such Claim resulting therefrom, the Aggrieved Party may defend against such Claim in such manner as it may deem appropriate and, unless the Indemnifying Party shall deposit with the Aggrieved Party a sum equivalent to the total amount demanded in such Claim, but not in excess of the amounts required pursuant to Section 9.1, or shall deliver to the Aggrieved Party a surety bond in form and substance reasonably satisfactory to the Indemnified Aggrieved Party; provided, howeverbut not for more than the amounts required pursuant to Section 9.1, that if the defendants in any Aggrieved Party may settle such action include both the Indemnified Party Claim on such terms as it may deem appropriate, and the Indemnifying Party and shall promptly reimburse the Indemnified Aggrieved Party shall have reasonably concluded that there may be for the amount of all expenses, legal defenses available to it which are different from or additional tootherwise, incurred by the Aggrieved Party in connection with the defense against or inconsistent with, those available settlement of such Claim to the Indemnifying Partyextent provided in Section 9.1 hereof. If no settlement of such Claim is made, the Indemnified Party shall *Portions of this document have been intentionally omitted and filed separately with the right Commission pursuant to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The request for confidential treatment. 72 Indemnifying Party shall bear promptly reimburse the reasonable fees and expenses of the counsel retained by the Indemnified Aggrieved Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense amount of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise any judgment rendered with respect to any claim without the prior written consent such Claim and of the Indemnifying Partyall expenses, which consent shall not be unreasonably withheld legal or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any personotherwise, and (ii) the sole relief provided is monetary damages that are paid in full incurred by the Indemnifying Party. If the Indemnifying Aggrieved Party fails to assume in the defense of a claim meriting indemnificationagainst such Claim, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partyextent so required pursuant to Section 9.1 hereof.

Procedures. 17.4.1 Promptly after receipt by a Party of (a) In case any claim or notice of the commencement of any action, administrative or legal proceedingis made, or investigation as to which the indemnity provided for in this Article may applyany suit or action is commenced, against a Bank Indemnified Party or Comp any Indemnified Party, the party in respect of which indemnification may be sought under this ARTICLE 16 (including for the benefit of its officers, directors or employees claiming by or through any of them) (the “Indemnified Party ”) shall notify promptly give the Indemnifying Party in writing of such fact, but other party (the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the “Indemnifying Party. The ”) notice thereof and the Indemnifying Party shall be entitled to participate at its own expense in the defense orthereof and, if it with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so elects, to assume the defense thereof with counsel designated by thereof, the Indemnifying Party and satisfactory will not be liable to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnifying Party and the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, Party (in which case the Indemnified Indemnifying Party shall not have the right to select direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be represented borne by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 (c) The Indemnifying Party shall bear promptly notify the reasonable fees and expenses Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the counsel retained Indemnified Party in respect of which payments may be sought by the Indemnified Party if hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of any Indemnified Party to consent to any settlement or compromise involving the imposition of nonmonetary remedies on the Indemnified Parties shall have retained such counsel in accordance with the preceding paragraph 17.4.1not be deemed to be unreasonably withheld), and (ii) the Indemnifying Indemnified Party shall elect may settle or compromise any such claim, suit or action solely for an amount not to assume the defenses of such actionexceeding one thousand dollars ($1,000), (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, but shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, settle or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or compromise any other compromise with respect to any claim matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementwithheld. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party of (a) In case any claim or notice of the commencement of any action, administrative or legal proceedingis made, or investigation as to any suit or action is commenced, against either party (the “Indemnified Party”) in respect of which the indemnity provided for in indemnification may be sought by it under this Article may apply17, the Indemnified Party shall notify promptly give the Indemnifying Party in writing of such fact, but other party (the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the “Indemnifying Party. The ”) notice thereof and the Indemnifying Party shall be entitled to participate at its own expense in the defense orthereof and, if it with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so elects, to assume the defense thereof with counsel designated by thereof, the Indemnifying Party and satisfactory will not be liable to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnifying Party and the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, to those available to the Indemnifying Party, Party (in which case the Indemnified Indemnifying Party shall not have the right to select direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be represented borne by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 (c) The Indemnifying Party shall bear promptly notify the reasonable fees and expenses Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the counsel retained Indemnified Party in respect of which payments may be sought by the Indemnified Party if hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall have retained such counsel in accordance with the preceding paragraph 17.4.1not be deemed to be unreasonably withheld, conditioned or delayed), and (ii) the Indemnifying Indemnified Party shall elect may settle or compromise any such claim, suit or action solely for an amount not to assume the defenses of such actionexceeding One Thousand Dollars ($1,000), (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, but shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, settle or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or compromise any other compromise with respect to any claim matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt (A) In the event that any Legal Proceeding shall be threatened or instituted by a third party (each, a “Third Party Claim”) in respect to which indemnification may be sought by one party hereto from another party under the provisions of this Article 6, the party seeking indemnification (“Indemnitee”) shall, reasonably promptly after acquiring actual knowledge of such Third Party Claim, deliver a Claim Notice (as defined below) to the other party from which indemnification is being sought (“Indemnitor”) (and to the Escrow Agent pursuant to the Escrow Agreement if Seller is the Indemnitor); provided, however, that the failure to provide such notice as of any particular date as aforesaid will not affect any rights to indemnification hereunder, except to the extent, and only to such extent, that such failure to provide such notice actually and materially prejudices the Indemnitor. In the case of any Loss not involving a Legal Proceeding (each, a “Direct Claim”), the Indemnitee shall, reasonably promptly after acquiring actual knowledge of such Loss, deliver a Claim Notice to the Indemnitor (and to the Escrow Agent pursuant to the Escrow Agreement if Seller is the Indemnitor); provided, however, that the failure to provide such notice as of any particular date as aforesaid will not affect any rights to indemnification hereunder, except to the extent, and only to such extent, that such failure to provide such notice actually and materially prejudices the Indemnitor. A “Claim Notice” is a written notice which must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnitee, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnitee, (iii) a demand for payment of those Losses and (iv) to the extend the Claim Notice is regarding a Third Party Claim, (A) the material facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnitee, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnitee) and (B) the assertion of the claim or the notice of the commencement of any action, administrative or legal proceeding, or investigation as Legal Proceeding relating to which such Third Party Claim. (B) In the indemnity provided for in this Article may applyevent of a Third Party Claim, the Indemnified Party Indemnitor shall notify have the Indemnifying Party right after giving the Indemnitee prompt notice (and, in writing of such fact, but any event within ten (10) Business Days from the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights receipt of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense notice described in the defense or, if it so electsSection 6.4(A)), to assume the defense thereof of and appoint counsel of the Indemnitor’s own choice at Indemnitor’s own expense, and to defend against, negotiate, settle or otherwise deal with counsel designated by any Legal Proceeding or demand that relates to any Purchaser’s Losses or Seller’s Losses, as the Indemnifying Party case may be, indemnified against hereunder, and, in such event, the Indemnitee will reasonably cooperate with the Indemnitor and satisfactory its representatives in connection with such defense, negotiation, settlement or dealings (and the Indemnitee’s out of pocket costs and expenses arising therefrom or relating thereto shall constitute Purchaser’s Losses, if the Indemnitee is the Purchaser, or Seller’s Losses, if the Indemnitee is the Seller), and the Indemnitee will not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the consent of the Indemnitor (such consent not to the Indemnified Partybe unreasonably withheld, conditioned or delayed); provided, however, that if the defendants Indemnitor shall actively and diligently defend the Indemnitee; and provided further that the Indemnitee may directly participate in any such action include both Legal Proceeding so defended with counsel of its choice at its own expense. If the Indemnified Indemnitor fails to assume the defense of such Third Party and Claim in accordance with the Indemnifying terms hereof within such ten (10) Business Day period or fails to diligently defend such Third Party and Claim as reasonably determined by the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying PartyIndemnitee, the Indemnified Party Indemnitee may assume its own defense, and, in such event (a) the Indemnitor will be liable for all Purchaser’s or Seller’s Losses, as the case may be, reasonably paid or incurred in connection therewith; provided, however that in no event shall the Indemnitee admit any liability with respect thereto or settle, compromise, pay or discharge any such Legal Proceeding without the consent of the Indemnitor (such consent not to be unreasonably withheld, conditioned or delayed) and (b) the Indemnitor shall, in any case, reasonably cooperate, at its own expense, with the Indemnitee and its representatives in connection with such defense. Notwithstanding the foregoing, the Indemnitor will not have the right to select and be represented by separate counseldefend against, at negotiate, settle or otherwise control the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses defense of the counsel retained by the Indemnified Party if Legal Proceeding (i) unless it assumes responsibility for the Indemnified Losses underlying such Third Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, Claim or (ii) if the Indemnifying Third Party shall elect not to assume Claim seeks criminal penalties, an injunction or other equitable relief against the defenses Indemnitee or is asserted by or on behalf of such actiona material supplier, (iii) the Indemnifying Partycustomer, within a reasonable time after notice or business partner of the commencement Business. (C) The party assuming the defense of the actiona Third Party Claim pursuant to Section 8.4(B) shall not, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the other party for which such other party is not entitled to indemnification hereunder or which would otherwise adversely affect such other party, the Assets or the Business. (D) An Indemnitee shall use commercially reasonable efforts to mitigate its Losses to the extent required under Delaware law and to pursue and collect any amounts payable under insurance policies on account of the Purchaser’s Losses (if the Indemnitee is the Purchaser) or Seller’s Losses (if the Indemnitee is the Seller), but only if doing so will not result in (a) an increase of greater than 10% in premiums due then or in the future to procure comparable insurance or an increase in deductibles; or (b) a decrease of greater than 10% in the levels of insurance or a change in the risks insured against; or (c) prejudice to the Indemnitee’s claims or rights to indemnification hereunder. The Indemnifying amount of any indemnifiable Losses shall be calculated net of: the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements (“Third Party shall not enter into a settlement Recovery Sources”) actually received by the Indemnitee or any Affiliate of the Indemnitee in connection with such Losses. In the event that any insurance or other compromise recovery is made by an Indemnitee or any Affiliate of an Indemnitee from a Third Party Recovery Source with respect to any claim Losses for which such Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be made promptly to the applicable Indemnitor. (E) After any final Order or award shall have been rendered by a Governmental Entity of competent jurisdiction, or a written settlement shall have been consummated, or the Indemnitee and the Indemnitor shall have arrived at a mutual written agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee shall forward to the Indemnitor (and to the Escrow Agent pursuant to the Escrow Agreement if Seller is the Indemnitor) notice of any sums due and owing by it with respect to such matter, and the Indemnitor shall pay all of the sums so owing to the Indemnitee by wire transfer or certified or bank cashier’s check within ten (10) Business Days after the date of such notice (or, if the Seller is the Indemnitor, the parties shall jointly instruct the Escrow Agent to release the sums so due and owing to the Indemnitee). Notwithstanding the foregoing, the Purchaser’s sole recourse for claims for indemnification pursuant to this Article 6 shall be satisfied from the Escrow Amount; provided, however, that this sentence shall not apply to (and be disregarded in its entirety with respect to) Losses arising out of Fraud or intentional breach of covenant, with respect to which Purchaser shall also have recourse directly against the Indemnified Party without Seller. (F) To the Indemnified Party’s consent unless maximum extent permitted by Law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price. (G) None of the limitations of this Article 6 shall limit any remedy any party hereto may have against a Person for Fraud or intentional breach of covenant committed by such Person. (H) Each party acknowledges and agrees that from and after the Closing, the indemnification provisions in this Article 6 and the payment obligations under Section 5.2 shall be the exclusive remedy of the Purchaser Indemnitees and Seller Indemnitees with respect to the transactions contemplated by this Agreement (except for Claims (i) there is no finding arising from Fraud or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid for specific performance or other equitable or injunctive relief), and no Purchaser Indemnitee or Seller Indemnitees shall have any other rights or remedies in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense connection with any breach of a claim meriting indemnification, the Indemnified Party may at the expense this Agreement or any other loss arising out of the Indemnifying Party contestnegotiation, settle entry into or pay such claim, provided that settlement or full payment of any such claim may be made only following consent consummation of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementtransactions contemplated by this Agreement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party Person entitled to indemnification under subsection (a) or (b) (an "Indemnified Party") of notice of any pending or threatened claim or against it (a "Claim"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the "Indemnifying Party") of the commencement thereof, which notice shall describe in reasonable detail the nature of any actionthe Third Party Claim, administrative or legal proceeding, or investigation as an estimate of the amount of damages attributable to which the indemnity provided for in this Article may apply, Third Party Claim to the extent feasible and the basis of the Indemnified Party shall Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from of any liability which that it may have to the any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such failure action and to notify participate in the defense thereof, but the fees and expenses of such counsel shall adversely affect be at the rights expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to participate at indemnification hereunder) shall reimburse the Indemnified Party for its own expense in reasonable out of pocket costs incurred with respect to such cooperation. If the defense or, if it so elects, Indemnifying Party fails to assume the defense thereof with counsel designated by of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party and satisfactory to assumes the Indemnified Party; provided, however, that if the defendants in any such action include both defense of the Indemnified Party and pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Indemnifying Third Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional toClaim, or inconsistent with, those available to the Indemnifying Party, then the Indemnified Party shall have the right to select and be represented by separate counseldefend, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall bear the reasonable fees be promptly and expenses of the counsel retained vigorously prosecuted by the Indemnified Party if (i) to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall have retained not settle such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Third Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall not enter into a settlement or other compromise bear its own costs and expenses with respect to any claim against such participation. 42 Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party without the Indemnified Party’s consent unless (i) there under this Section 13.2 and if such dispute is no finding or admission resolved in favor of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If , the Indemnifying Party fails shall not be required to assume bear the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion costs and expenses of the Indemnified Party’s counsel 's defense pursuant to this Section 13.2 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a an Indemnifying Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing liable to the Indemnified Party will under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Indemnified Party’s actual loss net Liability within ten business days of any insurance proceeds received receipt by the Indemnified Indemnifying Party following of a reasonable effort notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. 17.4.1 Promptly (i) If a party hereto seeks indemnification under this Article 11 (including any indemnification for Taxes pursuant to Section 11.3), such party (the "Indemnified Party") shall promptly give written notice to the other party (the "Indemnifying Party") after receipt by a Party of any claim or receiving written notice of the commencement of any action, administrative or legal lawsuit, proceeding, audit, investigation, or investigation as other claim against it (if by a third party) or discovering the liability, obligation, or facts giving rise to which such claim for indemnification, describing in detail the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that no reasonable amount of delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced the 50 Indemnifying Party or shall not have been made by the Applicable Limitation Date. In that regard, if any action, lawsuit, proceeding, investigation, or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity provided for in pursuant to this Article may apply11, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing writing, specifying in detail the basis of such fact, but claim and the failure so to notify such Indemnifying Party of any such action shall not relieve facts pertaining thereto and the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense orof such action, if it so electslawsuit, proceeding, investigation, or other claim giving rise to assume the Indemnified Party's claim for indemnification at its expense, and at its option (subject to the exceptions in paragraphs (ii) and (iii) below) shall be entitled to control and appoint lead counsel of such defense thereof with reputable counsel designated by the Indemnifying Party and satisfactory reasonably acceptable to the Indemnified Party; providedprovided that, however, that if the defendants Indemnifying Party does not in any connection with the assumption of the control of such action include both defense agree in writing to be fully responsible for all Losses relating to such claims and to provide full indemnification to the Indemnified Party for all Losses relating to such claims, in each case subject to the limitations set forth in this Agreement, the Indemnifying Party shall be responsible for the reasonable fees and expenses of the Indemnified Party's separate counsel, if any, participating in the defense of such claims. (ii) Except as provided in paragraph (iii) below, if the claim for which the Indemnifying Party seeks to assume control (A) involves claims for non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (B) involves criminal allegations, (C) is one in which the Indemnifying Party is also a party and involves a claim that, upon petition by the Indemnified Party, the appropriate court rules that joint representation would be inappropriate; (D) involves a significant claim or matter that would reasonably be expected to result in a significant disparagement or negative publicity relating to the Indemnified Party or one of its Subsidiaries or Affiliates, or (E) involves a claim that, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend, then the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party subject to the limitations set forth herein. (iii) If the claim for which the Indemnifying Party seeks to assume control (A) involves claims for both monetary and non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), or (B) involves both monetary claims and criminal allegations (each, a "Joint Defense Proceeding"), the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be will jointly participate in and control the defense of such Joint Defense Proceeding, and the Indemnifying Party will pay the reasonable fees and expenses of legal defenses available to it which are different from or additional to, or inconsistent with, those available counsel jointly retained by the Indemnifying Party and the Indemnified Party in connection with such Joint Defense Proceeding subject to the limitations set forth herein. If the Indemnifying PartyParty is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have the right to select and be represented employ counsel separate from counsel employed by separate counsel, at the Indemnifying Party’s expenseParty in any such action and to participate in the defense thereof, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear but the reasonable fees and expenses of the such counsel retained employed by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party be at the expense of the Indemnified Party unless the employment thereof has been specifically authorized by the Indemnifying Party in writing. If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunction, or other equitable relief will be imposed against the Indemnified Party or any of the Indemnified Party's respective Affiliates or if such settlement does not expressly unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim. An If the Indemnified Party shall control the defense of any such claim, the Indemnifying Party shall not enter into a be bound by any settlement or other compromise of such claim or any consent to the entry of any judgment with respect to any such claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementwithheld). 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by a such Indemnified Party of any claim or written notice of the commencement Third-Party Claim, describing in reasonable detail (i) the facts giving rise to any claim for indemnification hereunder, (ii) the amount or method of any actioncomputation of the amount of such claim, administrative (iii) each individual item of Loss included in the amount so stated, to the extent known, (iv) the date such item was paid or legal proceedingproperly accrued and (v) the nature of the breach of representation, warranty, covenant or investigation as agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (all of the indemnity provided for in this Article may applyforegoing, the Indemnified Party “Claim Information”), and shall notify provide any other information with respect thereto as the Indemnifying Party in writing of may reasonably request. The failure to provide such factnotice, but the failure so to notify such Indemnifying Party of any such action however, shall not relieve release the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations under this Article VIII, except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. Party is prejudiced by such failure. (b) The Indemnifying Party shall be entitled have the right, upon written notice to participate at its own expense in the defense or, if it so electsIndemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel designated selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and . If the Indemnifying Party and assumes the Indemnified defense of such Third-Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying PartyClaim, the Indemnified Party shall have the right to select employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be represented by separate counselat the expense of the Indemnified Party, at provided that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The the Indemnifying Party shall bear be responsible for the reasonable fees and expenses of the one counsel retained by the to such Indemnified Party if (i) in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall have retained such counsel in accordance cooperate with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not in such defense and make available to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Partyall witnesses, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without pertinent records, materials and information in the Indemnified Party’s consent unless (i) there possession or under the Indemnified Party’s control relating thereto as is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full reasonably required by the Indemnifying Party. If the Indemnifying Party fails assumes the defense of any Third-Party Claim, the Indemnified Party shall agree to assume 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 the liability in connection with such Third-Party Claim, and which releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a claim meriting indemnificationThird-Party Claim, the Indemnified Party may at 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 expense Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder 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 containing the Claim Information promptly to the Indemnifying Party, and shall provide any other information with respect thereto as the Indemnifying Party contestmay reasonably request. The failure to provide such notice, settle or pay such claimhowever, provided that settlement or full payment of any such claim may be made only following consent of shall not release the Indemnifying Party or, absent such consent, with the written opinion from any of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless obligations under this Article 17VIII, the amount owing except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party will be shall reasonably cooperate and assist the amount of Indemnifying Party in determining the Indemnified Party’s actual loss net validity of any insurance proceeds received claim for indemnity by the Indemnified Party following a and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable effort by access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. For the avoidance of doubt, the Indemnified PartyParty shall not be entitled to commence any Action against the Indemnifying Party for indemnification pursuant to this Section 8.4(c) unless the notice and procedural provisions set forth herein shall have been satisfied prior thereto.

Procedures. 17.4.1 Promptly (a) In order for a party (the "Indemnified Party") 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 (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party (the "Indemnifying Party") in writing (and in reasonable detail) of the Third Party Claim within fifteen (15) business days after receipt by a such Indemnified Party of any claim or notice of the commencement 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 actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any action, administrative or legal proceeding, or investigation as to expenses incurred during the period in which the indemnity provided for in this Article may applyIndemnified Party failed to give such notice). 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. (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 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 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 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 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 cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis 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, 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 assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that 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 that would not otherwise materially adversely affect the Indemnified Party. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 7.02 or 7.03 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 with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which that it may have to the such Indemnified Party under Section 7.02 or 7.03, except to the extent that such failure to notify shall adversely affect the rights of the Indemnifying Party. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, demonstrates that if the defendants in any it has been prejudiced by such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Partyfailure. If the Indemnifying Party fails disputes its liability with respect to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 (a) Promptly after (i) discovery by an Indemnified Party hereunder of a Loss or (ii) receipt by a the Indemnified Party of any claim or notice of the commencement of any actionProceeding, administrative or legal proceedingin each case, or investigation as to against which the indemnity provided for in it believes it is indemnified under this Article may applyArticle, the Indemnified Party shall shall, if a claim in respect thereto is to be made against the Indemnifying Party under this Article, notify the Indemnifying Party in writing of such factthe discovery or commencement thereof (the "Indemnification Notice"); provided, but however, that the failure omission so to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party it from any liability which that it may have to the Indemnified Party except to the extent that the Indemnifying Party is not prejudiced by such failure omission; and provided, further, that with respect to notify any Loss or Proceeding in existence on the Closing Date with respect to an Excluded Liability or with respect to any Indemnifiable Environmental Matter to which reference is made in clause (a), (c) or (e) of the definitions of that term, the Acquiror shall adversely affect be deemed to have given notice thereof to the Parent pursuant to this subsection (a) and the Parent shall be deemed to have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, all effective as of the Closing Date. (b) The Indemnifying Party shall, within thirty (30) days after receipt of an Indemnification Notice, either (i) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Proceeding in cash in immediately available funds (or establish by agreement with the Indemnified Party an alternative payment arrangement), (ii) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding but disavow the validity of the Loss or Proceeding or the amount thereof and, in the case of a Proceeding to the extent that it shall so desire in accordance with subsection (d) of this Section, assume the legal defense HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 68 thereof or (iii) in writing object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof and set forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this subsection within such thirty (30) day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this subsection and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. (c) An Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification or contribution is sought hereunder. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of subsection (b) of this Section, the Indemnified Party may settle or compromise or consent to the entry of any judgment with respect to the Proceeding that was the subject of notice to the Indemnifying Party pursuant to subsection (b) of this Section without the consent of the Indemnifying Party (but no such settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of subsection (b) of this Section). Except as otherwise provided in the immediately preceding sentence and in subsection (d) of this Section, an Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding, but, if such Proceeding is settled or compromised or if there is entered any judgment with respect to any such Proceeding, in either case with the consent of the Indemnifying Party. The , or if there be a final judgment for the plaintiff in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless any Indemnified Party from and against any Loss by reason of such settlement, compromise or judgment in accordance with the other provisions of this Article XII. (d) If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section, the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, be entitled to participate at its own expense in the defense or, if it so elects, to assume the legal defense thereof with counsel designated by at the expense of the Indemnifying Party and with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if . The Indemnified Party shall have the defendants right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnifying Party shall have failed to assume the defense of such action or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party Party, and the Indemnified Party shall have reasonably concluded been advised by such HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 69 counsel that there may be is one or more legal defenses available to it which that are different from or additional to, or inconsistent with, to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorney's fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of a Proceeding as to which it has acknowledged liability, as between itself and the Indemnified Party, pursuant to clause (ii) of subsection (b) of this Section, the Indemnified Party shall have the right to select and be represented by separate counsel, at may require the Indemnifying Party’s expenseParty to reimburse it on a current basis for its reasonable expenses of investigation, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable attorney's fees and expenses of and reasonable out-of-pocket expenses incurred in the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) defense thereof and the Indemnifying Party shall elect not to assume be bound by the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent result obtained with respect thereto by the Indemnified Party, or . (ive) In the case of a Loss as to which the Indemnifying Party shall have authorized responded pursuant to clause (iii) of subsection (b) above, the employment parties shall attempt in good faith to resolve their differences for a period of counsel for sixty (60) days following receipt by the Indemnified Party at of the expense response of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect pursuant to any claim without subsection (b) above and, if the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect parties are unable to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnificationresolve their differences within such period, the Indemnified Party may at submit the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, matter to arbitration in accordance with the written opinion provisions of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementSection 14.10. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party 11.4.1 The party seeking indemnification under this clause 11 (the “Indemnified Party”) for Damages arising from the breach of any Warranties or the failure to perform any covenant or agreement hereunder agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim relating to such Damages, or notice of the commencement of any actionsuit, administrative action or legal proceeding, proceeding in respect of which indemnity may be sought under this clause 11 and will provide the Indemnifying Party such information with respect thereto describing (to the extent reasonably possible) the facts giving rise to the claim for indemnification hereunder and shall include in such notice (if then known) the amount or investigation as the method of computation of the amount of such claim. Subject to which the indemnity provided for in this Article may applyclause 6.4, the Indemnified Party shall failure to so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations hereunder, except to the extent that the Indemnifying Party demonstrates that the defense of such claim is prejudiced by the Indemnified Party’s failure to notify shall adversely affect the rights of the Indemnifying Party. give such notice. 11.4.2 The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party control and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed appoint lead counsel reasonably satisfactory to the Indemnified Party for any claim, unless (i) the Indemnifying Party is also a party to represent such claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such claim and provide indemnification with respect to such claim. 11.4.3 The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), settle any such claim, unless the settlement (i) releases the Indemnified Party from all liabilities and obligations with respect to such claim, (ii) involves only money Damages and does not seek an injunction or other equitable relief and (iii) in the good faith judgment of the Indemnifying Party, settlement of, or an adverse judgment with respect to, such claim is not likely to establish a precedential custom or practice materially adverse to the continuing business and the interests of the Indemnified Party. 11.4.4 The Indemnified Party shall be entitled at its expense to participate in the defense of such claim and to employ separate counsel of its choice for such purpose. So long as the Indemnifying Party is conducting a diligent defense of the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to settle any claim (or make any admission or concession in connection therewith) without the prior written consent of the Indemnifying Party, which consent . 11.4.5 Each party shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any personcooperate, and (ii) the sole relief provided is monetary damages that are paid cause their respective Affiliates to cooperate, in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment prosecution of any such claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be made only following consent reasonably requested in connection therewith. 11.4.6 For the purposes of this clause 11, the Indemnifying Vendor hereby consents to the non-exclusive jurisdiction of any court in which a claim is brought against any Indemnified Party or, absent such consent, for purposes of any claim that an Indemnified Party may have under this Agreement with the written opinion of the Indemnified Party’s counsel that respect to such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Articlethe matters alleged therein, and agree that process may be served on the Vendor with respect to such claim anywhere in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partyworld.

Procedures. 17.4.1 Promptly Each party entitled to indemnification under Section 4 hereof (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after receipt by a such Indemnified Party has actual knowledge of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which indemnity may be sought, and shall permit the indemnity Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in this Article may apply, such defense at such Indemnified Party's expense (unless the Indemnified Party shall notify have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in writing of which case such factexpense shall be paid by the Indemnifying Party), but and provided further that the failure so to notify such Indemnifying Party of any such action Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party except to the extent that of its obligations under Section 4 hereof unless such failure to notify shall adversely affect the rights of give notice is materially prejudicial to the Indemnifying Party. The No Indemnifying Party shall be entitled to participate at its own expense Party, in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following or litigation, shall, except with the consent of the Indemnifying Party or, absent such consent, with the written opinion of the each Indemnified Party’s counsel that , consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim is meritorious or warrants settlementlitigation. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a In order for an indemnified party (the “INDEMNIFIED PARTY”) to be entitled to any indemnification provided for under this Agreement, such Indemnified Party of any claim or notice shall, within twenty (20) days following the discovery of the commencement matters giving rise to any Loss, notify the indemnifying party (the “INDEMNIFYING PARTY”) in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the liability estimated to accrue therefrom; 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 actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any action, administrative or legal proceeding, or investigation as to expenses incurred during the period in which the indemnity provided for in this Article may applyIndemnified Party failed to give such notice). Thereafter, the Indemnified Party shall notify deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, all information and documentation reasonably requested by the Indemnifying Party in writing of with respect to such factLoss; provided, but the however, that failure so to notify make such Indemnifying Party of any such action delivery shall not relieve affect the Indemnifying Party from any liability which it may have to the Indemnified Party indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure to notify failure. If the indemnification sought pursuant hereto involves a claim made by a third party (which shall adversely affect the rights not include any of the Indemnifying Party. The Sellers or any of their Affiliates or Purchaser or its Affiliates) against the Indemnified Party (a “THIRD PARTY CLAIM”), the Indemnifying Party shall be entitled to participate at its own expense in the defense orof such Third Party Claim and, if it so electschooses, to assume the defense thereof of such Third Party Claim with counsel designated selected by the Indemnifying Party. Should the Indemnifying Party and satisfactory so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party; provided, however, that if the defendants in Party for any such action include both legal expenses subsequently incurred by the Indemnified Party and in connection with the defense thereof. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available Indemnifying Party’s request) the provision to the Indemnifying PartyParty of records and information which are 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 Indemnified Party shall have the right will agree to select and be represented by separate counselany settlement, at compromise or discharge of such Third Party Claim which the Indemnifying Party’s expense, unless a liability insurer is willing Party may recommend and which by its terms obligates the Indemnifying Party to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses full amount of the counsel retained by liability in connection with such Third Party Claim; provided that if such settlement, compromise or discharge would impose a material order, material injunction or other material non-monetary damages on the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1Party, (ii) the Indemnifying Party shall elect not to assume the defenses of settle or compromise such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Third Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim Claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Whether or not the Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume have assumed the defense of a claim meriting indemnificationThird Party Claim, the Indemnified Party may at the expense of shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementprior written consent. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party (a) If Parent or any of its Affiliates or any claim or notice of the commencement of any actiontheir directors, administrative or legal proceedingofficers, employees and agents, shall seek indemnification pursuant to Section 10.02(a), or investigation as if Buyer or any of its Affiliates or any of their directors, officers, employees and agents, shall seek indemnification pursuant to which Section 10.02(b), the indemnity provided for Person seeking indemnification (the "Indemnified Party") shall give written notice to the party from whom such indemnification is sought (the "Indemnifying Party") promptly (and in this Article may apply, any event within 30 days) after the Indemnified Party shall notify the Indemnifying Party in writing of such fact(or, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to if the Indemnified Party is a corporation, any officer or employee of the Indemnified Party) becomes aware of the facts giving rise to such claim for indemnification (an "Indemnified Claim") specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Damages, if known, the method of computation thereof, containing a reference to the provision of the Transaction Documents in respect of which such Indemnified Claim arises and demanding indemnification therefor. The failure of an Indemnified Party to provide notice in accordance with this Section 10.03 shall not constitute a waiver of that party's claims to indemnification pursuant to Section 10.02, except to the extent that (i) any such failure to notify shall adversely affect or delay in giving notice causes the rights of amounts paid by the Indemnifying Party. The Party to be greater than they otherwise would have been or otherwise results in prejudice to the Indemnifying Party shall or (ii) such notice is not delivered to the Indemnifying Party prior to the (i) Upon receipt of notice of a Third Party Claim from an Indemnified Party pursuant to Section 10.03(a), the Indemnifying Party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated and control of such Third Party Claim subject to the provisions of this Section 10.03. After written notice by the Indemnifying Party and satisfactory to the Indemnified Party; providedParty of its election to assume the defense and control of a Third Party Claim, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the shall not be liable to such Indemnified Party shall have reasonably concluded that there may be for any legal defenses available to it which are different from fees or additional to, or inconsistent with, those available expenses subsequently incurred by such Indemnified Party in connection therewith. Notwithstanding anything in this Section 10.3 to the contrary, if the Indemnifying PartyParty does not assume defense and control of a Third Party Claim as provided in this Section 10.3, the Indemnified Party shall have the right to defend such Third Party Claim, subject to the limitations set forth in this Section 10.03, in such manner as it may deem appropriate. Whether the Indemnifying Party or the Indemnified Party is defending and controlling any such Third Party Claim, they shall select and be represented by separate counsel, contractors, experts and consultants of recognized standing and competence, shall take all steps necessary in the investigation, defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Damages relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costsParty in connection with any Third Party Claim. 17.4.2 The (ii) Subject to the provisions of Section 10.03(b)(iii) and Section 10.03(b)(iv), the Indemnifying Party shall bear be authorized to consent to a settlement of, or the reasonable fees entry of any judgment arising from, any Third Party Claims, and expenses of the counsel retained by the Indemnified Party if shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that the Indemnifying Party shall (i1) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (2) shall not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to such Indemnified Party or to the conduct of that party's business; and (3) shall obtain, as a condition of any settlement or other resolution, a complete release of each Indemnified Party. Except to the extent of the foregoing, no settlement or entry of judgment in respect of any Third Party Claim shall be consented to by any Indemnifying Party or Indemnified Party without the express written consent of the other party. (iii) Notwithstanding the provisions of Section 10.03(b)(i), Buyer shall manage all Remedial Actions conducted with respect to facilities which constitute Contributed Assets, provided that Parent and its Representatives shall have the right, consistent with Buyer's right to manage such Remedial Actions as aforesaid, to participate fully in all decisions regarding any Remedial Action, including reasonable access to sites where any Remedial Action is being conducted, reasonable access to all documents, correspondence, data, reports or information (iv) In the case of the indemnification contemplated by Section 10.02(b)(iii), in the event that the Indemnifying Party desires to settle the matters referenced therein or consent to the entry of any judgment arising thereunder and the Indemnified Party does not wish to consent to such settlement or entry of judgment, the Indemnified Party shall have retained no obligation to consent to the settlement or entry of judgment provided that it agrees in writing to pay and be responsible for 100% of any Damages; provided that the Indemnified Party shall not be required to consent to any settlement or agree to be responsible for the payment of Damages thereafter incurred with respect to any matter the settlement or entry of judgment of which would require the consent of such counsel Indemnified Party pursuant to Section 10.03(b)(ii). The obligation of an Indemnified Party that rejects any proposed settlement offer or entry of any such judgment to pay and be responsible for 100% of any Damages in accordance with this Section 10.03(b)(iv) shall be conditioned upon and subject to the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) payment by the Indemnifying Party, within five Business Days of the date such Indemnified Party provides the written agreement contemplated by the preceding sentence, of an amount, in immediately available funds, equal to the portion of the total settlement that would have been payable by the Indemnifying Party according to the percentage sharing arrangement contemplated by Section 10.04(b)(ii). Thereafter, the Indemnified Party shall be solely responsible for any Damages and for the defense of the matter that is the subject of the proposed settlement or entry of judgment. Notwithstanding the foregoing, an Indemnifying Party may, at its option and expense, participate in the defense of any Indemnified Claim. (v) In furtherance of and not in limitation of the provisions of this Section 10.03, with respect to product liability matters and other matters contemplated by Exhibit E, Parent and Buyer covenant and agree as set forth in Exhibit E. (c) If the Indemnifying Party and the Indemnified Party are unable to agree with respect to a reasonable time procedural matter arising under Section 10.03(b)(iii), the Indemnifying Party and the Indemnified Party shall, within 10 days after notice of disagreement given by either party, agree upon a third-party referee ("Referee"), who shall be an environmental attorney or environmental consultant as appropriate under the commencement circumstances and who shall have the authority to review and resolve the disputed matter. The parties shall present their differences in writing (each party simultaneously providing to the other a copy of all documents submitted) to the Referee and shall cause the Referee promptly to review any facts, law or arguments either the Indemnifying Party or the Indemnified Party may present. The Referee shall be retained to resolve specific differences between the parties within the range of such differences. Either party may request that all discussions with the Referee by either party be in each other's presence. The decision of the actionReferee shall be final and binding unless both the Indemnifying Party and the Indemnified Party agree. The parties shall share equally all costs and fees of the Referee. (d) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall not have employed counsel reasonably satisfactory be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to represent the Indemnified Party, any insurance benefits or (iv) the Indemnifying Party shall have authorized the employment other claims or benefits of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by (a) The terms of this Section 7.4 shall apply to any third-party claim (a "CLAIM") that may result in indemnification under the terms of Sections 7.2 or 7.3. The TeleCorp Indemnified Party of any claim or AT&T Indemnified Party (each, an "INDEMNIFIED PARTY"), as the case may be, shall give prompt written notice of such Claim to the commencement of indemnifying party (the "INDEMNIFYING PARTY") under the applicable Section, which party may assume the defense thereof, PROVIDED, that any action, administrative delay or legal proceeding, or investigation as failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have of its obligations hereunder only to the Indemnified Party except to the extent extent, if at all, that it is materially prejudiced by reason of such failure to notify shall adversely affect the rights of the Indemnifying Partydelay or failure. The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented approve any counsel selected by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect and to approve the terms of any proposed settlement, such approvals not to assume be unreasonably delayed or withheld (unless, in the defenses case of approval of a proposed settlement, such actionsettlement provides only, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory as to the Indemnified Party to represent the Indemnified Party, or (iv) the payment of money damages actually paid by the Indemnifying Party shall have authorized the employment and a complete release of counsel for the Indemnified Party at the expense in respect of the Indemnifying Partyclaim in question). An Indemnified Party shall not enter into a settlement or other compromise with respect to Notwithstanding any claim without the prior written consent of the Indemnifying Partyforegoing to the contrary, which consent the provisions of this Article VII shall not be unreasonably withheld construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable Law or delayed. The that such liability may not be waived, modified or limited under applicable Law, but shall be construed so as to effectuate the provisions of this Article VII to the fullest extent permitted by Law. (b) If the Indemnifying Party shall not enter into a settlement or other compromise with respect to undertakes the defense of any claim against Claim, the Indemnifying Party will keep the Indemnified Party without advised as to all material developments in connection with such Claim, including promptly furnishing the Indemnified Party’s consent unless Party with copies of all material documents filed or served in connection therewith. (ic) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnificationany Claim within thirty (30) days after receiving written notice thereof, the Indemnified Party may at shall have the expense right, subject to the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article VII, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnified Party contestassumes the defense of any Claim, settle or pay such claim, provided that settlement or full payment the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such claim may be made only following consent of the Indemnifying action or proceeding. Each Indemnified Party or, absent shall agree in writing prior to any such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Articleadvance that, in the event he, she or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that a Party is obligated it shall be determined that he, she or it was not entitled to indemnify and hold the other Party and its successors and assigns harmless indemnification under this Article 17, the amount owing VII. (d) In no event shall an Indemnifying Party be required to the Indemnified Party will be the amount pay in connection with any Claim for more than one firm of counsel (and local counsel) for each of the following groups of Indemnified Party’s actual loss net Parties: (i) AT&T, its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any insurance proceeds received by of them; and (ii) TeleCorp and its Affiliates, and the Indemnified Party following a reasonable effort by shareholders, members, managers, officers, employees, agents and/or the Indemnified Partylegal representatives of any of them.

Procedures. 17.4.1 Promptly after receipt (a) The Buyer, on the one hand, and the Corporation, on the other hand, as the case may be, are sometimes referred to herein individually as an "Indemnified Party" and collectively as the "Indemnified Parties." All claims for indemnification by a any Indemnified Party of hereunder shall be asserted and resolved as set forth in this Section 10.03. (i) In the event that any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to demand by a third party for which the indemnity provided for in this Article Buyer or the Corporation, as the case may applybe (an "Indemnifying Party"), the may be liable to any Indemnified Party hereunder (a "Claim") is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall as promptly as practicable notify the Indemnifying Party in writing of such fact, but Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the "Claim Notice"); provided that failure to so to notify such an Indemnifying Party of any such action shall not relieve the Indemnifying Party it from any liability which it may have to the Indemnified Party except to the extent that the Indemnifying Party is actually prejudiced by such failure to notify shall adversely affect the rights of the Indemnifying Partygive notice. The Indemnifying Party shall be entitled have up to participate at its own expense in thirty (30) days from the defense orpersonal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Claim and (b) whether or not it desires to defend the Indemnified Party against such Claim. Notwithstanding the foregoing, if it so electsthe Indemnified Party, during the period the Indemnifying Party is determining whether to elect to assume the defense thereof of a matter covered by this 24 Section 10.03, may take such reasonable actions as it deems necessary to preserve any and all rights with counsel designated respect to the matter, without such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement. All costs and expenses incurred by the Indemnifying Party in defending such Claim and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained all costs incurred by the Indemnified Party if (i) during the Indemnified Party Notice Period shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within be a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any personliability of, and (ii) the sole relief provided is monetary damages that are shall be paid in full by by, the Indemnifying Party. If the Indemnifying Party fails elects not to defend the Indemnified Party against such Claim, then the amount of any such Claim, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder. (ii) Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party in writing within the Notice Period that it acknowledges its indemnification obligation and desires to defend the Indemnified Party against such Claim, the Indemnifying Party shall, at its sole cost and expense, have the right to defend the Indemnified Party by appropriate proceedings with counsel reasonably acceptable to the Indemnified Party and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense it may do so at its sole cost and expense unless, in the reasonable judgment of the Indemnified Party, it is advisable to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate, in which case the reasonable fees of counsel (including local counsel) for the Indemnified Party shall be paid by the Indemnifying Party. (iii) The Indemnified Party shall not settle or compromise a Claim for which it is indemnified by the Indemnifying Party without the written consent of the Indemnifying Party unless the Indemnifying Party elects not to defend the Indemnified Party against such Claim. The Indemnifying Party may, with the consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise any action or consent to the entry of any judgment for which the Indemnifying Party is obligated to pay the full amount of the liability for such Claim if it includes as a term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written unconditional release of the Indemnified Party from all liability in respect of such action and such settlement or compromise would not otherwise adversely affect the Indemnified Party. (iv) Notwithstanding the foregoing, the Indemnified Party shall have the sole right to defend, settle, or compromise any Claim with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement. 25 (v) To the extent the Indemnifying Party shall direct, control, or participate in the defense or settlement of any third-party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, all business records and other documents which are reasonably relevant to such Claim, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its reasonable efforts in the defense of all such Claims. The parties hereto shall each render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or proceeding. (vi) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of a claim meriting indemnification, any third party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party may at in defending such third party Claim) if the expense 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. 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 contest, settle or pay such claim, provided that settlement or full payment shall be entitled to assume the defense of any such claim may the portion relating to money damages. (vii) Any payments to be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will hereunder shall be made by periodic payments of the amount thereof during the course of the Indemnified Party’s actual loss net of any insurance proceeds such investigation or defense, as and when bills are received by the Indemnified Party following a reasonable effort by the Indemnified Partyor loss, liability, claim, damage, or expense is incurred.

Procedures. 17.4.1 Promptly after receipt by a Party (a) The party seeking indemnification under Section 9.2 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim claim, or notice of the commencement of any actionsuit, administrative action or legal proceeding, or investigation as proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to which the indemnity provided for in this Article may apply, the Indemnified Party shall so notify the Indemnifying Party in writing of such fact, but the failure so to notify such Indemnifying Party of any such action shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party of its obligations hereunder, except to the extent that such failure to notify shall have adversely affect the rights of prejudiced the Indemnifying Party. . (b) The Indemnifying Party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without obtain the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each of Acquirer and Transferor shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. The If such Indemnified Party mitigates its loss after the Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against has paid the Indemnified Party without under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s consent unless reasonable costs of mitigation). (ie) there is no finding Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or admission from any other person alleged to be responsible, for any Damages payable under Section 9.2. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any violation of law or any violation of condition based on the rights accuracy of any personrepresentation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlementobligations. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party.

Procedures. 17.4.1 Promptly (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by a such Indemnified Party of any claim or written notice of the commencement of any action, administrative or legal proceeding, or investigation Third Party Claim and shall provide the Indemnifying party with such information with respect thereto as to which the indemnity provided for in this Article may apply, the Indemnified Party shall notify the Indemnifying Party in writing of may reasonably request. The failure to provide such factnotice, but however, shall not release the failure so to notify such Indemnifying Party from any of any its obligations under this Section 9 except to the extent that the Indemnifying Party is materially prejudiced by such action failure and shall not relieve the Indemnifying Party from any other obligation or liability which that it may have to the Indemnified Party except or otherwise than pursuant to this Section 9. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the extent that such failure to notify shall adversely affect terms of this Agreement, the rights of the Indemnifying Party. The Indemnifying Party shall be entitled have the right (unless the Indemnifying Party fails to participate at provide reasonable assurances to the Indemnified Party of its own expense in financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), upon written notice to the defense or, if it so electsIndemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel designated selected by the Indemnifying Party and satisfactory to the Indemnified Party; provided, however, that if . The Indemnifying Party shall be liable for the defendants in any such action include both fees and expenses of counsel employed by the Indemnified Party and for any period during which the Indemnifying Party has failed to assume the defense thereof or does not have the right to assume the defense of said Third Party Claim pursuant to the terms hereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.4(b), the Indemnified Party shall have reasonably concluded that there may be legal defenses available the sole right to it which are different from or additional to, or inconsistent with, those available assume the defense of and to settle such Third Party Claim. If the Indemnifying PartyParty assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to select employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be represented at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by separate counselthe Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance cooperate with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not in such defense and make available to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Partyall witnesses, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without pertinent records, materials and information in the Indemnified Party’s consent unless (i) there possession or under the Indemnified Party’s control relating thereto as is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full reasonably required by the Indemnifying Party. If the Indemnifying Party fails assumes the defense of any Third Party Claim, (1) the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such Third Party Claim without the Indemnified Party’s prior written Consent and (2) the Indemnified Party shall Consent to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms requires that the Indemnifying Party pay the full amount of the liability in connection therewith, that otherwise releases the Indemnified Party completely and with prejudice in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of a claim meriting indemnificationany Third Party Claim (and, in addition to any other Losses, shall be liable for the fees and expenses of counsel incurred by the Indemnified Party may at in defending such Third Party Claim) if the expense Third Party Claim seeks, among other things, an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, and the Indemnified Party shall have the sole and exclusive right to settle any such Third Party Claim. (i) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party contestof the amount of actual Losses thereof, settle or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of as and when bills are received by the Indemnifying Party oror Losses incurred have been notified to the Indemnifying Party, absent such consent, together with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except interest on any amount not repaid as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17, the amount owing necessary to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Indemnifying Party following within five Business Days after receipt of notice therefor, from the date such Losses have been notified to the Indemnifying Party, at a reasonable effort rate of interest set forth in Section 2.2(j). (c) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or a claim is made against it hereunder by the Indemnified Party.

Procedures. 17.4.1 Promptly after receipt by a Party of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Article may apply, the (a) Any Indemnified Party shall notify the Indemnifying Party in writing (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for indemnification under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all reasonable available information and documentation necessary to support and verify any Losses associated with such factclaim or action. Subject to Section 8.2(d)(iv), but the failure to so notify or provide information to notify such the Indemnifying Party of any such action shall not relieve the Indemnifying Party from of any liability which that it may have to the any Indemnified Party Party, except to the extent that such the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party's failure to notify shall adversely affect the rights of give such notice, in which case the Indemnifying PartyParty shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall be entitled to participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or action by counsel of the Indemnifying Party's choice at its own expense in the defense or, if it so elects, to assume the defense thereof with counsel designated by the Indemnifying Party sole cost and satisfactory to the Indemnified Partyexpense; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. 17.4.2 The Indemnifying Party shall bear the reasonable fees and expenses of the counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel in accordance with the preceding paragraph 17.4.1, (ii) the Indemnifying Party shall elect not to assume the defenses of such action, (iii) the Indemnifying Party, within a reasonable time after notice of the commencement of the action, shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party, or (iv) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. An Indemnified Party shall not enter into a make any settlement or other compromise with respect to any claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall -56- not be unreasonably withheld or delayed. The Indemnifying Party shall not enter into a settlement or other compromise with respect to any claim against the Indemnified Party without the Indemnified Party’s consent ) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnified Party's choice and shall in any event use its commercially reasonable efforts to cooperate with and assist the Indemnifying Party; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (i) the Indemnifying Party has agreed to pay such fees and expenses or (ii) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to assume the defense of a defend, contest or otherwise protect against such suit, action, investigation, claim meriting indemnificationor proceeding, the Indemnified Party may at shall have the expense of the Indemnifying Party contestright to do so, settle or pay such claimincluding, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, with the written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. 17.4.3 Except as otherwise provided in this Article, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 17without limitation, the amount owing right to make any compromise or settlement thereof, and the Indemnified Party will shall be entitled to recover the amount entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. (b) Any claim or action for indemnification under Section 8.2(a)(i) (for Losses arising from, or relating to a breach of a representation or warranty set forth in Section 2.21) or Section 8.2(a)(iv), that requires remediation shall be administered in accordance with the Indemnified Party’s actual loss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Partyprocedures set forth on Schedule 8.3(b) hereto.