Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by any person a party indemnified pursuant to the provisions of Section 9.1 or entity entitled to indemnification under the Agreement (the "Indemnified Party") Section 9.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claimclaim thereof is to be made against the indemnifying party pursuant to the provisions of Section 9.1 or Section 9.2, or notify the indemnifying party of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which thereof; but the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure omission to so notify the Indemnifying Party indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9 and shall not relieve the Indemnifying Party of its obligations indemnifying party from liability under the Agreement this Section 9, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it can demonstrate damages or prejudice attributable may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such failure. Except as provided in Section 13.2indemnified party, and after notice from the Indemnifying Party shall be entitled indemnifying party to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party indemnified party of its election to so assume full control. In the event defense thereof, the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall indemnifying party will not be entitled to participate in the response liable to such claim and indemnified party pursuant to employ counsel at its own expense to assist in the handling provisions of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld Section 9.1 or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party Section 9.2 for any legal expenses reasonably or other expense subsequently incurred by the Indemnified Party such indemnified party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimthereof. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party No indemnifying party shall not be liable to the Indemnified Party an indemnified party for any further legal expenses incurred by such Indemnified Party in connection with settlement of any action or claim without the defense consent of that claimthe indemnifying party. If the Indemnifying Party No indemnifying party will consent to entry of any judgment or enter into any settlement which does not assume sole control over include as an unconditional term thereof the response giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by (i) In the event that any person VoiceStream Indemnified Party or entity entitled to indemnification under the Agreement WWC Indemnified Party (the each an "Indemnified Party") of notice of a claim, shall sustain or of the commencement (or threatened commencement) of incur any civil, criminal, administrative or investigative action or proceeding involving a claim, Losses in respect of which the indemnification may be sought by such Indemnified Party will seek indemnification pursuant to the Agreementthis Section 2, the Indemnified Party shall promptly notify assert a claim for indemnification by giving prompt notice to the applicable indemnifying party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify under Section 2 and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto; provided that failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of any of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is materially prejudiced by such failure. Except as provided in Section 13.2Upon the Indemnifying Party's receipt of such notice, the Indemnifying Party shall be entitled have the right to have sole assume, conduct and control over the response todefense, defense and compromise or settlement thereof, by written notice to the Indemnified Party of such claim, provided that, its intention to do so within fifteen thirty (1530) days after receipt of such written the notice, with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party's own expense, and thereupon to prosecute in the name and on behalf of the Indemnified Party any available cross-claims, counter-claims or third-party claims arising with respect to the claim. If the Indemnifying Party notifies shall assume the defense of such claim, it shall not settle such claim unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all liability with respect to such claim. As long as the Indemnifying Party is contesting any such claim in good faith and on a timely basis, the Indemnified Party of its election to so assume full controlshall not pay or settle any such claim. In Notwithstanding the event assumption by the Indemnifying Party does elect of the defense of any claim as provided in this Section 2(c) and without limiting the Indemnifying Party's right to so assume controlassume, (a) conduct and control the defense, compromise or settlement thereof, the Indemnified Party shall be entitled permitted to participate join in the response to defense of such claim and to employ counsel at its own expense expense. Assumption by the Indemnifying Party of the defense of any claim shall not be deemed a concession by the Indemnifying Party that it is required to assist in indemnify the handling Indemnified Party for the subject matter of such claim, . (bii) If the Indemnifying Party shall obtain the prior written approval of fail to notify the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing its desire to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assume the defense of such claim prior to within the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to prescribed 30-day period set forth in Section 2(c)(i) or shall notify the Indemnified Party that it will not assume the defense of its election to assume full controlany such claim, the Indemnifying Party shall not be liable to then the Indemnified Party for may defend any further legal expenses incurred by such Indemnified Party claim, in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party which event it may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim do so in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who Party shall be bound by any settlementdeterminations made in any litigation with respect to such claim or any settlement thereof effected by the Indemnified Party, provided that any such determinations or settlement shall not affect the right of the Indemnifying Party to dispute the Indemnified Party's claim for indemnification. The Unless and until the Indemnified Party assumes the defense of any claim, the Indemnifying Party shall promptly reimburse advance to the Indemnified Party for such any of its reasonable attorneys' fees and other costs and expensesexpenses incurred in connection with the defense of any such action or proceeding.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under Each Indemnified Party shall promptly notify the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) Indemnifying Party of any civil, criminal, administrative or investigative action or proceeding involving a claim, Claim in respect of which the Indemnified Party will seek indemnification pursuant is entitled to the Agreement, be indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party shall promptly notify the party becomes aware of each Claim; provided, however, that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party give prompt notice shall relieve the Indemnifying Party of its obligations under the Agreement not adversely affect any Claim for indemnification hereunder except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election ’s ability to assume full control over the response to such claimcontest any Claim by any third-party is materially adversely affected. After notice by the The Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend right, but not the claim in such manner as it may deem appropriateobligation, at its expense, to contest, defend and litigate, and to control the reasonable cost and expense of the Indemnifying Partycontest, who shall be bound defense or litigation of, any Claim by any settlementthird-party alleged or asserted against any Indemnified Party arising out of any matter in respect of which such Indemnified Party is entitled to be indemnified hereunder. The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for such the reasonable costs and expensesexpenses paid or incurred by it prior to the assumption of such contest, defense or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense or litigation, such Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the contest, defense or litigation of such Claim.

Procedures. Promptly after receipt by any person or entity entitled to (a) The Party seeking indemnification under the Agreement Section 7.2 (the "“Indemnified Party"”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of notice the assertion of a any claim, or of the commencement (or threatened commencement) of any civilsuit, criminal, administrative or investigative action or proceeding involving a claim, (“Claim”) in respect of which indemnity may be sought under such Section and will promptly provide the Indemnified Indemnifying Party will seek indemnification pursuant such information and access to personnel with respect thereto that the Agreement, the Indemnified Indemnifying Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writingmay reasonably request. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, failure shall have prejudiced the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, Party. (b) the Indemnifying The Indemnified Party shall obtain the prior written approval consent of the Indemnified Indemnifying Party (which approval shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim 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 ceasing to defend against such claim if such settlement prosecution of any Third Party Claim and shall furnish or cessation would cause injunctive relief to be imposed against furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall (i) keep the Indemnified PartyIndemnifying Party reasonably informed of the status of any Third Party Claim, (ii) permit the Indemnifying Party to participate in the defense or prosecution of any Third Party Claim, and (ciii) consult in good faith with the Indemnifying Party shall promptly reimburse regarding the defense or prosecution of any Third Party Claim. (d) Where required by applicable Law, each Indemnified Party will undertake commercially reasonable efforts to mitigate any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party for under any legal expenses reasonably incurred by indemnification provision of this Agreement in respect of that loss, the Indemnified Party in connection with must promptly notify the defense of such claim prior Indemnifying Party and promptly pay to the Indemnified Party's receipt 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's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party ) to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to that mitigation (less the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense Party’s reasonable costs of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the mitigation). (e) Each Indemnified Party shall have use reasonable efforts to collect any amounts available under insurance coverage or through indemnification, contribution or other reimbursement arrangements from any other Person alleged to be responsible, for any Damages payable under Section 7.2, and the right to respond to and defend the claim in amounts received from such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who sources shall be bound by offset any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesDamages otherwise payable under Section 7.2.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within [***] after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnifying Indemnified Party shall promptly reimburse not agree to any settlement of such action, suit, proceeding or claim without the Indemnified Party for such costs and expensesprior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within thirty (30) days after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnifying Indemnified Party shall promptly reimburse not agree to any settlement of such action, suit, proceeding or claim without the Indemnified Party for such costs and expensesprior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 5 (the "“Indemnified Party"”) of shall give notice of a claim, or of to the commencement party required to provide indemnification (or threatened commencementthe “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any civilclaim as to which indemnity may be sought, criminaland shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, administrative provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or investigative action or proceeding involving a claimlitigation, in respect of which shall be approved by the Indemnified Party will seek indemnification pursuant to the Agreement(whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Agreement except failure to the extent that it can demonstrate damages or prejudice attributable give such notice is materially prejudicial to such failure. Except as provided in Section 13.2, the an Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing Party’s ability to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, action and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, provided further that the Indemnifying Party shall not be liable assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party for Party, consent to entry of any further legal expenses incurred 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 connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim. (d) After Closing, all claims for breach of representations or warranties under this Agreement shall be bound by any settlement. The Indemnifying Party shall promptly reimburse subject to the Indemnified Party for such costs and expenseslimitations set forth in Section 9.2(b).

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a “Claim”), but a failure to give or a delay in giving such notice shall not affect the indemnified party’s right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party’s obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled subject to have sole control over the response to, defense following additional terms and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, conditions: (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (b) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within 20 days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim, who (ii) the indemnifying party shall be bound not, without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment, unless such judgment, settlement or compromise includes the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim, and (iii) in the event that the indemnifying party undertakes defense of or opposition to any settlement. The Indemnifying Party Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall promptly reimburse have the Indemnified Party for right to consult with the indemnifying party and its counsel or other representatives concerning such costs Claim and expensesthe indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim.

Procedures. Promptly after receipt by any person or entity entitled to The Party claiming indemnification under the Agreement this Section 9 (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify (and, in the party that is obligated to provide such indemnification (the "Indemnifying Party") case of such claim in writing. No failure to any action, suit, arbitration, or judicial or administrative proceeding, shall so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within no later than fifteen (15) days after receipt the Indemnified Party has received notice thereof or has been served with a complaint or other process) the other Party (the “Indemnifying Party”) when it has knowledge of such written noticecircumstances or the occurrence of any events which are likely to result in an indemnification obligation under this subsection or when any action, suit, arbitration, or judicial or administrative proceeding is pending or threatened that is covered by this subsection. Upon request, and to the extent permitted by applicable law, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in defend, settle, or compromise any such manner as it may deem appropriatesuit or proceeding, at its own expense, provided that: (a) the reasonable cost and expense Indemnifying Party demonstrates to the satisfaction of the Indemnified Party that it is financially able to defend such action and to pay any settlement, award or judgment; (b) counsel retained by the Indemnifying Party are reasonably satisfactory to the Indemnified Party; and (c) no settlement shall be made which imposes any obligations on (other than the payment of money which is made by the Indemnifying Party on behalf of the Indemnified Party), or is prejudicial to, the Indemnified Party, who without the prior consent of the Indemnified Party, which consent shall not be bound by any settlementunreasonably withheld. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of any such suit or proceeding, and the Indemnifying Party shall promptly reimburse the Indemnified Party for its expenses with respect thereto, including counsel of its choice. Such cooperation shall include, but not be limited to, the making of statements and affidavits, attendance at hearings and trials, production of documents, assistance in securing and giving evidence and obtaining the attendance of witnesses, provided, however, that in no event shall either Party be required to waive attorney-client or other applicable privileges. Failure by the Indemnified Party to promptly notify the Indemnifying Party as required by this subsection shall not invalidate the claim for indemnification, unless such costs and expensesfailure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. In addition, the Indemnified Party shall be responsible for any claims or losses which could have been avoided or mitigated by prompt notice as required by this subsection.

Procedures. Promptly after receipt by any person or entity Any Person that may be entitled to indemnification under the this Agreement (the "an “Indemnified Party"”) of shall give written notice of a claim, or of to the commencement Person obligated to indemnify it (or threatened commencementan “Indemnifying Party”) with reasonable promptness upon becoming aware of any civil, criminal, administrative claim or investigative action other facts upon which a claim for indemnification will or proceeding involving is reasonably likely to be based; the notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim asserted by a claim, in respect of which third party with counsel reasonably satisfactory to the Indemnified Party will seek indemnification pursuant to the Agreement, and the Indemnified Party shall promptly notify cooperate in such defense and make available all records, materials and witnesses reasonably requested by the party that is obligated to provide such indemnification (Indemnifying Party in connection therewith at the "Indemnifying Party") of such claim in writing’s expense. No failure to so notify If the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assumed the defense of such the claim prior with counsel reasonably satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by such the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementthereof. The Indemnifying Party shall promptly reimburse not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party for such costs and expensesprior to ceasing to defend, settling or otherwise disposing of any claim. In no event shall the indemnifying Party without notice to the other Party, institute, settle or otherwise resolve any claim or potential claim, action or proceeding.

Procedures. Promptly after receipt by any person or entity entitled to The party seeking indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of from the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified other Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so shall promptly notify the Indemnifying Party in writing of a claim that it believes gives rise to a claim from indemnification ("Claim"). Failure to ·so give such notice shall not relieve the Indemnifying Party indemnifying party of its obligations under the Agreement hereunder except to the extent it is prejudiced thereby. The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Claim with counsel of its choice; provided, however, that it can demonstrate the. Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnified Party unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or prejudice attributable other equitable relief upon the Indemnified Party. Any Indemnified Party will have the right to employ separate counsel in any action and participate in the defense thereof, but the fees and expenses of such failure. Except as provided counsel will be at the expense of the Indemnified Party unless (i) the employment of such counsel will have been specifically authorized in Section 13.2writing by the Indemnifying Party, (ii) the Indemnifying Party shall be entitled will have failed to have sole control over assume the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies action or employ counsel reasonably satisfactory to the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, (aiii) the Indemnified Party shall have reasonably concluded that there may be entitled defenses available to participate the Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party's counsel shall have advised the Indemnified Party in writing, with a copy delivered to the response Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to such claim and to employ counsel at its own expense to assist have common counsel, in the handling of such claim, (b) any which event the Indemnifying Party shall obtain pay the prior written approval cost of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt counsel. In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by any settlement. The Indemnifying Party have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall promptly reimburse the Indemnified Party for cooperate in good faith with respect to such costs and expensesClaim.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim. (d) ▇▇▇▇▇▇▇ and CBS acknowledge and agree that, if the Closing occurs, the indemnification provisions of this Article 9 shall be bound the sole and exclusive remedies of ▇▇▇▇▇▇▇ and CBS for any breach of the representations or warranties or nonperformance of any covenants and agreements of ▇▇▇▇▇▇▇ or CBS contained in this Agreement, any ▇▇▇▇▇▇▇ Ancillary Agreement or any CBS Ancillary Agreement, provided, however, that nothing in this Section 9.2(d) shall prevent either party from specifically enforcing any provision of this Agreement as provided in Section 10.4, or relieve or limit the liability of either party from any liability or Damages arising out of or resulting from fraud in the making of the representations and warranties in Article 2 or Article 3 of this Agreement. (e) Notwithstanding anything in the Agreement to the contrary, neither party shall have any liability, either in contract or in tort, and whether for claims arising prior to Closing or for indemnification after Closing, under any circumstances for the consequential damages of the other party (meaning special, indirect or similar damages that arise from the special circumstances of the other party, whether or not communicated or reasonably foreseeable) or for punitive or exemplary damages, diminution in value or any damages based on any type of multiple of profits, earnings or cash flow of any party, except, in each case, to the extent awarded by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesa court of competent jurisdiction in connection with a third party claim.

Procedures. Promptly after receipt by If any person Claim is threatened or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of commenced against any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant that an Indemnifying Party is obligated to the Agreementindemnify and hold harmless an Indemnified Party under Sections 15.1 or 15.2, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve of the same as promptly as practicable; provided, however, that any delay by the Indemnified Party in notifying the Indemnifying Party shall not constitute a breach of its obligations this Agreement and shall not excuse the Indemnifying Party's obligation under the Agreement this Section 15 except to the extent extent, if any, that it can demonstrate damages or prejudice attributable to the Indemnifying Party is prejudiced by such failuredelay. Except as provided in Section 13.2After such notice, the Indemnifying Party shall be entitled to have sole control over the response toentitled, defense and settlement of such claim, provided that, if it so elects in writing within fifteen ten (1510) days after receipt of such written notice, to take control of the defense, investigation and settlement of such Claim and to employ and engage attorneys of its choice reasonably acceptable to the Indemnified Party to handle, defend and/or settle the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party notifies and its attorneys in the settlement, investigation, trial and defense of such Claim and any appeal arising there from; provided however, that the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlmay, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist cost and expense, participate through its attorneys or otherwise, in the handling such settlement, investigation, trial and defense of such claim, (b) the Claim and any appeal arising there from. The Indemnifying Party shall obtain not settle any Claim that involves a remedy other than the payment of money without the prior written approval consent of the Indemnified Party (Party, which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. (a) Promptly after the receipt by any person or entity entitled to indemnification under the Agreement a party (the "Indemnified Party") of notice of a claim, (i) any claim or of (ii) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this subsection shall not preclude the Agreement except Indemnified Party from seeking indemnification from the Indemnifying Party unless, and then only to the extent that it can demonstrate damages extent, such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable to litigation. If such failure. Except as provided in Section 13.2claim does not arise from the claim of a third party, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) 30 days after receipt of such written notice, notice to cure the conditions giving rise to such claim to the Indemnified Party's satisfaction. Failure by the Indemnifying Party notifies the to notify an Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to defend any such claim and or action by a third party within 30 days after notice thereof shall have been given to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain be deemed a waiver by the prior written approval Indemnifying Party of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of its rights to defend such claim or ceasing to defend against action. (b) If the Indemnifying Party assumes the defense of any such claim if such settlement or cessation would cause injunctive relief litigation resulting therefrom with counsel reasonably acceptable to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Except with the prior to written consent of the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by , the Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (other than a judgment of dismissal on the merits without cost) or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all Damages in respect of such claim or litigation. (c) If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate; provided, at however, the reasonable cost and expense of Indemnified Party may not compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses's prior written consent.

Procedures. Promptly after receipt by Upon becoming aware of any person or entity circumstance subject to indemnification under this Agreement ("Claim"), the party entitled to indemnification under the Agreement herein (the "“Indemnified Party”) must give prompt written notice ("Indemnification Notice") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant Claim to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "“Indemnifying Party") ”). i). Within [*****] days of such claim receiving the Indemnification Notice, but in writing. No failure to so notify no event later than [*****] days before the Indemnifying Party shall relieve date on which a response is due in connection with the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2Claim, the Indemnifying Party shall be entitled will notify the Indemnified Party, in writing, whether the Indemnifying Party acknowledges its indemnification obligations and elects to have sole assume control over of the response to, defense and settlement of such claim, provided that, within fifteen the entire Claim (15) days after receipt of such written notice, “Election Notice”). ii). If the Indemnifying Party notifies delivers the Election Notice within the required time period, then the Indemnifying Party will immediately take control of the defense and investigation of the Claim and engage counsel reasonably satisfactory to the Indemnified Party of its election to so assume full control. In settle and defend the event Claim, at the Indemnifying Party does elect to so assume control, (a) the Party’s expense. The Indemnified Party shall be entitled will have the right, at its option, to participate in the response to such claim settlement or defense of the claim, with its own counsel and to employ counsel at its own expense to assist in the handling of such claim, (b) expense; but the Indemnifying Party shall obtain will have the right to control the settlement or defense. The Indemnifying Party will not enter into a settlement that imposes any liability or obligation on the Indemnified Party without the Indemnified Party's prior written consent. iii). If the Indemnifying Party fails to: (i) deliver a timely Election Notice; (ii) immediately take control of the defense and investigation of the Claim; (iii) engage counsel reasonably satisfactory to the Indemnified Party to handle and defend the Claim; or (iv) proceed in good faith with the prompt resolution of the Claim, then the Indemnified Party with prior written notice to the Indemnifying [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party, and without waiving any rights to indemnification, will have the right to defend or settle the Claim without the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Indemnifying Party, and (c) the . The Indemnifying Party shall promptly will reimburse the Indemnified Party promptly on demand for any legal expenses reasonably all Damages incurred by the Indemnified Party in connection with defending and settling the defense Claim. iv). Failure of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election Party to assume full control over the response to such claim. After notice by promptly notify in writing the Indemnifying Party to the Indemnified Party of its election to assume full control, will not relieve the Indemnifying Party shall not be liable to the Indemnified Party for of any further legal expenses incurred by such Indemnified Party in connection with the defense of liability that claim. If the Indemnifying Party does not assume sole control over might have, except to the response to extent that such claim as provided in this Section, failure prejudices the Indemnifying Party may participate in Parties ability to defend such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesclaim.”

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a "Claim"), but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party's obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior subject to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response following additional terms and the Indemnified Party conditions: (1) The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (2) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within twenty (20) days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (3) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim. (4) All claims not disputed shall be bound paid by the indemnifying party within thirty (30) days after receiving notice of the Claim. "Disputed Claims" shall mean claims for Damages by an indemnified party which the indemnifying party objects to in writing within thirty (30) days after receiving notice of the Claim. In the event there is a Disputed Claim with respect to any settlementDamages, the indemnifying party shall be required to pay the indemnified party the amount of such Damages for which the indemnifying party has, pursuant to a final determination, been found liable within ten (10) days after there is a final determination with respect to such Disputed Claim. The Indemnifying Party A final determination of a Disputed Claim shall promptly reimburse be (i) a judgment of any court determining the Indemnified Party for validity of a Disputed Claim, if no appeal is pending from such costs judgment and expensesif the time to appeal therefrom has elapsed; (ii) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award and if the time within which to move to set aside such award has elapsed; (iii) a written termination of the dispute with respect to such claim signed by the parties thereto or their attorneys; (iv) a written acknowledgment of the indemnifying party that it no longer disputes the validity of such claim; or (v) such other evidence of final determination of a disputed claim as shall be acceptable to the parties. No undertaking of defense or opposition to a Claim shall be construed as an acknowledgment by such party that it is liable to the party claiming indemnification with respect to the Claim at issue or other similar Claims.

Procedures. Promptly after receipt by any person or entity (a) Except with respect to indemnification pursuant to Article VI, a Person that may be entitled to indemnification be indemnified under the this Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide or parties liable for such indemnification (the "“Indemnifying Party"”) in writing of any pending or threatened Action, Order, claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened Action, Order, claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim in writing. No or demand; provided that the failure to so notify provide such notice shall not release the Indemnifying Party shall relieve the Indemnifying Party from any of its obligations under the Agreement this Article IX except to the extent that it can demonstrate damages the Indemnifying Party suffers actual loss or prejudice attributable as a result of such failure or delay, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to such failure. Except as provided the expiration of any applicable survival period specified in Section 13.29.1 for such representation, warranty, covenant or agreement. (b) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2(a) or Section 9.3(a), the Indemnifying Party shall will be entitled entitled, by notice to have sole control over the response toIndemnified Party delivered within twenty (20) Business Days of the receipt of notice of such Third Party Claim, to assume the defense and settlement control of such claim, provided that, within fifteen Third Party Claim (15) days after receipt at the expense of such written notice, Indemnifying Party); provided that the Indemnifying Party notifies shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its election own counsel and at its own expense; provided, further, that the Indemnifying Party shall not be permitted to so assume full controlthe defense of any Third Party Claim if the Third Party Claim seeks any relief against any Indemnified Party that does not involve any monetary damages or any other payments. In the event If the Indemnifying Party does elect not assume, or is not permitted to so assume controlpursuant to the immediately prior sentence, (a) the defense and control of any Third Party Claim pursuant to this Section 9.4(b), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the response to defense of such claim Third Party Claim with its own counsel and to employ counsel at its own expense to assist expense. Purchaser or Seller, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the handling defense of any Third Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such claimThird 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 (bi) the Indemnifying Party shall obtain the prior written approval consent of the Indemnified Party (which approval shall not to be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause judgment involves any injunctive relief to be imposed against binding on any of the Indemnified Parties or any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party, and (cii) the Indemnifying Party shall promptly reimburse (A) pay or cause to be paid all amounts in such settlement or judgment (other than to the extent that such liabilities would constitute Covered Losses to which the De Minimis Amount or the Deductible would be applicable in accordance with the applicable provisions of Section 9.2 or Section 9.3, as applicable) and (B) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of the Indemnified Parties affected by such Third Party for any legal expenses reasonably incurred by the Claim. No Indemnified Party in connection with the defense of such claim prior will consent to the Indemnified Party's receipt entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party's notice of its election Party (not to assume full control over be unreasonably withheld, conditioned or delayed); provided that, notwithstanding the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlforegoing, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond pay or settle any such claim if it irrevocably waives in a writing delivered to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by Party any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesright to indemnity therefor under this Agreement.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") a party hereto of notice of any claim which could give rise to a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek right to indemnification pursuant to Section 9.2 or Section 9.3, such party (the Agreement, “Indemnified Party”) shall give the other party (the “Indemnifying Party”) written notice describing the claim in reasonable detail. The failure of an Indemnified Party to give notice in the manner provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement this Article, except to the extent that it can demonstrate damages such failure to give notice materially prejudices the Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or prejudice attributable to defend, at its own expense and by its own counsel, any such failurematter involving the asserted liability of the party seeking such indemnification. Except as provided in Section 13.2Notwithstanding the foregoing, the Indemnifying Party shall be entitled to have sole control over not settle or compromise any claim, without the response to, defense and Indemnified Party’s prior written consent where (a) the settlement or compromise of such claimclaim would materially and adversely affect the rights of the Indemnified Party to use the Acquired Assets or the Licensed Technology or (b) the amount of Damages agreed to in such settlement or compromise would exceed the Indemnifying Party’s obligations under this Article 9, provided thatand such settlement or compromise does not contain a release of the Indemnified Party for the amount of Damages in excess of the Indemnifying Party’s obligations under this Article 9. If the Indemnifying Party shall undertake to compromise or defend any such asserted liability, within fifteen it shall promptly (15and in any event not less than ten (10) days after receipt of such written the Indemnified Party’s original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party notifies and its counsel in the compromise or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. Notwithstanding the foregoing, if the Indemnifying Party elects not to compromise or defend the asserted liability, or fails to notify the Indemnified Party of its election to so assume full control. In compromise or defend as herein provided, (i) the event Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, (ii) any payment made therewith shall be included as part of the indemnification obligation of the Indemnifying Party does elect hereunder, and (iii) the Indemnifying Party shall cooperate with the Indemnified Party and its counsel in compromise or defense against the asserted liability. Notwithstanding the foregoing, the Indemnified Party may not settle or compromise any claim without consent of the Indemnifying Party, such consent which shall not unreasonably be withheld. The Indemnified Party shall have at all times the right to so assume controlparticipate fully in the defense, at its own expense; provided, however, that the Indemnifying Party shall pay the legal fees of one counsel for the Indemnified Party if the Indemnified Party has been advised by counsel that there would be a conflict of interest in having the same counsel represent the Indemnified Party and the Indemnifying Party. In connection with the defense of any claim, each party shall make available to the party controlling the defense any books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents which are made available hereunder shall be held in strict confidence by the receiving party and such disclosure obligation shall apply only to the extent that such books, records or other documents relate to the Products. Notwithstanding anything to the contrary in this Section 9.4, (a) the Indemnified Party party conducting the defense of a claim shall be entitled (i) keep the other party informed on a reasonable and timely basis as to participate the status of the defense of such claim (but only to the extent such other party is not participating jointly in the response to such claim and to employ counsel at its own expense to assist in the handling defense of such claim), and (ii) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party shall obtain not cease to defend, settle or otherwise dispose of any claim without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseswithheld).

Procedures. Promptly after receipt by any A person or entity entitled to indemnification under the this Agreement (the "“Indemnified Party"”) of shall, as a condition to the other party’s obligations under this Section 8, tender a claim to the other party obligated to provide indemnification under this Agreement (“Indemnifying Party”) in writing within two (2) weeks after first receiving written notice of a the claim, or of provide all information in its possession relating to the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which and reasonably cooperate and, at the Indemnified Party will seek indemnification pursuant Indemnifying Party’s expense, assist with the Indemnifying Party’s efforts to defend the Agreement, claim; provided that the failure to provide such notice by the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to indemnify hereunder except and only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementis materially prejudiced. The Indemnifying Party shall promptly reimburse assume the defense of the claim at its own expense, and shall pay all costs associated with the defense (including reasonable attorneys’ fees) and the amount of any settlement reached or final judgment specifically attributable to such claim. The Indemnifying Party shall have full control over such defense, including any settlement discussions or agreement. Notwithstanding the foregoing, the Indemnified Party for may participate at its own expense in the defense and any settlement discussions, and shall have the right to approve any settlement agreement purporting to bind the Indemnified Party or which otherwise affects any Intellectual Property of the Indemnified Party; provided, however, that such costs and expensesapproval shall not be unreasonably withheld.

Procedures. Promptly (a) As soon as reasonably practicable after receipt by the Sellers, on the one hand, or the Buyer, on the other hand, becomes aware of any person claim that they or entity entitled to indemnification it have or has under the Agreement this Article X that may result in a Loss (a “Claim”), such Party (the "“Indemnified Party"”) of shall give written notice of thereof (a claim, or “Claims Notice”) to the other Party (the “Indemnifying Party”). A Claims Notice shall describe the Claim in reasonable detail and shall set forth the Indemnified Party’s good faith calculation of the commencement (Loss that has been suffered by the Indemnified Party. No delay in or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving failure to give a claim, in respect of which Claims Notice by the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall respond to the Claims Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. Any Claim Response must specify whether the Indemnifying Party disputes the Claim described in the Claims Notice (or the amount of Losses set forth therein). If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice with respect to such undisputed Claim will be conclusively deemed to be an obligation of the Indemnifying Party, and (i) if the Indemnifying Party is the Buyer, then the Buyer shall pay, in cash, to the Indemnified Party within ten days after the last day of the applicable Response Period the amount specified in the Claims Notice with respect to such undisputed Claim subject to the limitations set forth in this Article X and (ii) if the Indemnifying Party is any Seller, then the Buyer and the Representative shall within three days, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to the Buyer from the Base Escrow Amount, the amount of Losses specified in the Claim Notice, subject to the limitations contained in this Article X. If the Base Escrow Amount has been depleted, then the applicable Sellers shall pay to the Buyer within ten days after the last day of the applicable Response Period, the remaining amount specified in the Claim Notice subject to the limitations contained in this Article X. If the Indemnifying Party delivers a Claim Response within the Response Period indicating that it disputes one or more of the Claims identified in the Claims Notice, then the Buyer and the Representative shall promptly meet and use their commercially reasonable efforts to settle the dispute. If the Buyer and the Representative are unable to reach agreement within 15 days after the conclusion of the Response Period, then either the Buyer or the Representative may resort to other legal remedies subject to the limitations set forth in this Article X. For all purposes of this Article X (including those pertaining to disputes under this Section 10.4(b)), the Agreement Buyer and the Sellers shall cooperate with and make available to the other Party and its respective representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as reasonably may be required in connection with the resolution of such disputes. (c) In the event of any claim by a third party against the Buyer or any Seller for which indemnification is available hereunder, the Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 60 days of receipt of a Claims Notice from the Indemnified Party or within 30 days of receipt of any New Facts, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. Without limiting the foregoing, if the Indemnified Party has previously delivered a Claims Notice to the Indemnifying Party, and the Indemnifying Party is or was eligible to but has not elected or did not elect to assume control of the defense of such claim, then the Indemnified Party shall promptly (i) disclose in writing to the Indemnifying Party any material new or materially changed allegations or claims being asserted against the Indemnified Party in respect of such claim, and (ii) upon request of the Indemnifying Party, provide a written summary of the status of such claim to the Indemnifying Party (all of the information provided in clauses (i) and (ii) above, if such summary discloses a change that is adverse to the Indemnifying Party, the “New Facts”). No delay in or failure to give a notice of New Facts by the Indemnified Party to the Indemnifying Party shall adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party, except to the extent that it can demonstrate damages the Indemnifying Party is materially prejudiced by such delay or prejudice attributable to such failure. Except If the Indemnifying Party is a Seller, such Indemnifying Party will be entitled to defend and settle such claim using the Base Escrow Amount and the Representative and the Buyer jointly shall instruct the Escrow Agent to release funds held under the Escrow Agreement for this purpose from time to time in accordance with the provisions of this Agreement and the Escrow Agreement. If the Indemnifying Party is the Buyer, such Indemnifying Party shall not be entitled to defend such claim using the Base Escrow Amount. If the Indemnifying Party has assumed such defense as provided in this Section 13.210.4(c), the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall will not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party liable for any legal expenses reasonably subsequently incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such defense of any third party claim as provided in accordance with this SectionSection 10.4(c), the Indemnifying Party may participate in such response and the Indemnified Party shall have the right may continue to respond to and defend the such claim in such manner as it may deem appropriate, at the reasonable sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article X) and the Indemnifying Party still may participate in, but not control, the defense of such third party claim at the Indemnifying Party, who shall be bound by any settlement’s sole cost and expense. The Indemnified Party will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party shall promptly reimburse (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim. The Party responsible for the defense of such third party claim (the “Responsible Party”) shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim. With respect to a third party claim for which a Seller is the Responsible Party, the Buyer shall make available to the applicable Seller, the Representative and their representatives all books and records of the Buyer, Holdco and Enginetics relating to such third party claim and shall cooperate with the applicable Seller and the Representative in the defense of the third party claim. (d) Notwithstanding the proceeding provisions of this Section 10.4, with respect to any claim arising out of any matter identified on Schedule 10.2(c), the Representative shall have the sole and absolute right to assume and conduct the defense of such claim with counsel selected by the Representative and the Representative will be entitled to settle such claim using the Special Escrow Amount and the Representative and the Buyer jointly shall instruct the Escrow Agent to release funds held under the Escrow Agreement to the Representative to pay defense costs and expensesexpenses from time to time and costs of settlement or judgment in accordance with the provisions of this Agreement and the Escrow Agreement. (e) On the 12-month anniversary of the Closing Date (the “Base Escrow Termination Date”), all funds representing the Base Escrow Amount under the Escrow Agreement shall be released to the Representative for the benefit of the Sellers, minus the amount of any Losses determined by the Buyer reasonably and in good faith for any valid claims for reimbursement from the Base Escrow Amount hereunder that have been timely and properly made and delivered to the Representative prior to the Base Escrow Termination Date, which claims and Losses are made and determined in accordance with this Article X including this Section 10.4

Procedures. Promptly after receipt by any person or entity Whenever a claim shall arise for indemnification under this Article 10, with the exception of claims for litigation expenses to be funded on an ongoing basis, the Person entitled to indemnification under the Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that from whom indemnification is obligated to provide such indemnification sought (the "“Indemnifying Party"”) of such claim in writingand, when known, the facts constituting the basis for such claim. No failure Failure of an Indemnified Party to so notify the give reasonably prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party shall relieve the Indemnifying Party of its Party’s obligations under the Agreement with respect thereto except to the extent that it the Indemnifying Party can demonstrate damages or actual loss and prejudice attributable to as a result of such failure. Except as provided In the event of any such claim for indemnification resulting from or in Section 13.2connection with a claim or legal proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, elect by notice to the Indemnified Party to assume the defense; provided, however, that the Indemnifying Party makes such election within 15 days after delivery of notice of claim from the Indemnified Party and agrees in writing to pay the full amount of such indemnification to the Indemnified Party. If an Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall be entitled to have sole control over select counsel satisfactory to the response toIndemnified Party and take all steps necessary in the settlement or defense thereof; provided, defense and that no settlement shall be made without the prior written consent of such claim, provided that, within fifteen (15) days after receipt the Indemnified Party unless the settlement involves only payment of such written notice, money damages by the Indemnifying Party notifies and a release of the Indemnified Party from all liability. The Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its election to so assume full controlchoice. In the event So long as the Indemnifying Party does elect to so assume controlis in good faith defending such claim or proceeding, (a) the Indemnified Party shall be entitled to participate in the response to not compromise or settle such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to defense of any such claim as provided or litigation in this Sectionaccordance with the terms hereof, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and may defend the against such claim or litigation in such manner as it may deem appropriate, at including, but not limited to, settling such claim or litigation (after giving notice of the reasonable cost and expense of same to the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse ) on such terms as the Indemnified Party for such costs may deem appropriate, and expensesthe Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of Section 10.1.

Procedures. Promptly after receipt by any person or entity Any party entitled to indemnification under hereunder shall give prompt notice to the Agreement indemnifying party of any third party claim with respect to which it seeks indemnification (failure to do so shall not preclude such party’s right to indemnification if such failure does not materially prejudice the "Indemnified Party") of notice of a claimindemnifying party, or and if such failure does materially prejudice the indemnifying party, then the indemnified party’s rights shall only be diminished to the extent of the commencement (or threatened commencement) of any civilprejudice), criminal, administrative or investigative action or proceeding involving a claim, in respect of which and permit such indemnifying party to assume the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") defense of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except with counsel reasonably satisfactory to the extent indemnified party; provided that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be any person entitled to indemnification hereunder shall have sole control over the response to, right to employ separate counsel and to participate in the defense and settlement of such claim, provided that, within fifteen (15) days after receipt but the fees and expenses of such written notice, counsel shall be at the Indemnifying Party notifies the Indemnified Party expense of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, such indemnified person unless (ai) the Indemnified Party indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall be entitled have failed to participate in assume the response to defense of such claim and to employ counsel at reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its own expense to assist in the handling of consent (but such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering into ). No indemnifying party shall consent to any settlement of such a claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against without the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlindemnified party, the Indemnifying Party which consent shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party unreasonably withheld or delayed, and which does not assume sole control over include as an unconditional term thereof the response giving by the relevant third party to each indemnified party a release of all liability in respect of such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesclaim.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 9.2 (the "Indemnified Party") of agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that against whom indemnity is obligated to provide such indemnification sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought. The Indemnifying Party may at the request of the Indemnified Party participate in and control the defense of any such claim in writing. No suit, action or proceeding at its own expense, provided that failure to so notify by the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies notify the Indemnified Party of its election to so assume full controlcontrol the defense of any such suit, action or proceeding within 30 days after notice thereof is given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to control the defense of such suit, action or proceeding. In The Indemnifying Party shall not, in the event defense of any such suit, action or proceeding, consent to the entry of any judgment or enter into any settlement (except, in each case, with the written consent of the Indemnified Party, which consent shall not unreasonably be withheld) which does not include, as to the Indemnified Party, an unconditional release of the Indemnified Party from any and all liability in respect of such suit, claim or proceeding. The Indemnified Party shall cooperate reasonably in the defense of any such suit, action or proceeding. (b) If the Indemnifying Party does elect to so not assume controlthe defense of any suit, (a) action or proceeding, the Indemnified Party may defend, but shall be entitled have no obligation to participate defend, against such suit, action or proceeding in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimany manner that it may deem appropriate and, (b) unless the Indemnifying Party shall obtain the prior written approval of deposits with the Indemnified Party (which approval shall not be unreasonably withheld a sum equivalent to the total amount demanded in such suit, claim or delayed) before entering into any settlement proceeding plus the Indemnified Party's estimate of the cost of defending the same, the Indemnified Party may settle such claim or ceasing to defend against litigation on such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, terms as it may deem appropriate and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any the amount of such settlement and for all losses and expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled The following procedures shall apply to indemnification the administration of all grievances filed under this procedure. a. Except at Step 1, all grievances shall be in writing and shall include the Agreement (the "Indemnified Party") of notice of a claim, or name and position of the commencement (aggrieved party; the identity of the provisions of this Agreement involved in the grievance; the time and place where the alleged events or threatened commencement) conditions constituting b. the grievance took place; the identity of any civilthe party responsible for causing the said grievance, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant if known to the Agreementaggrieved party; and a general statement of the nature of the grievance and the redress sought by the aggrieved party. c. Except at Step 1, all decisions shall be rendered in writing at each step of the grievance procedure. Each decision shall be transmitted to the Union, the Indemnified Party shall promptly notify the aggrieved party that is obligated to provide such indemnification (the "Indemnifying Party") and his representation, if any. d. If a grievance affects a substantial number of such claim in writingemployees, it may be submitted at Step 3. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party Such grievances shall be entitled known as policy grievances and may be filed by the Union on behalf of employees without specifically listing all affected employees. e. Nothing contained herein shall be construed as limiting the right of an employee having a grievance to have sole control over discuss the response to, defense matter informally with any appropriate member of the administration and settlement having said matter informally adjusted without the intervention of such claimthe Union, provided that, within fifteen (15) days after receipt that the adjustment is not inconsistent with the terms of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. this Agreement. f. In the event the Indemnifying Party does elect that any grievance is adjusted without formal determination, pursuant to so assume controlthis procedure, (a) the Indemnified Party while such adjustment shall be entitled final and binding upon the aggrieved party in all respects, said adjustment shall not create a precedent or ruling binding upon the parties in future proceedings. g. This shall be the sole and exclusive procedure for disputes concerning any type of discipline or discharge actions. h. The time limits provided herein will be strictly adhered to participate and any grievance not filed initially or appealed within the specified time limits will be deemed waived and void. If the Employer fails to reply within the specified time limit, the grievance shall be deemed denied and the Union shall have the opportunity to advance the grievance to the next step in accordance with the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior parties’ established time limits. The time limits specified for either party may be extended only by written approval of the Indemnified Party (which approval mutual agreement. i. This procedure shall not be unreasonably withheld used for the purpose of adding to, subtracting from, or delayed) before entering into altering in any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyway, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice provisions of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesAgreement.

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a "Claim"), but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party's obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled subject to have sole control over the response to, defense following additional terms and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, conditions: (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (b) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within twenty (20) days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim. (d) All claims not disputed shall be bound paid by the indemnifying party within thirty (30) days after receiving notice of the Claim. "Disputed Claims" shall mean claims for Damages by an indemnified party which the indemnifying party objects to in writing within thirty (30) days after receiving notice of the Claim. In the event there is a Disputed Claim with respect to any settlementDamages, the indemnifying party shall be required to pay the indemnified party the amount of such Damages for which the indemnifying party has, pursuant to a final determination, been found liable within ten (10) days after there is a final determination with respect to such Disputed Claim. The Indemnifying Party A final determination of a Disputed Claim shall promptly reimburse be (i) a judgment of any court determining the Indemnified Party for validity of a Disputed Claim, if no appeal is pending from such costs judgment and expensesif the time to appeal therefrom has elapsed; (ii) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award and if the time within which to move to set aside such award has elapsed; (iii) a written termination of the dispute with respect to such claim signed by the parties thereto or their attorneys; (iv) a written acknowledgment of the indemnifying party that it no longer disputes the validity of such claim; or (v) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

Procedures. Promptly after receipt by any person or entity A Person entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the Agreement Party from whom indemnification is sought (the "Indemnified “Indemnifying Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilclaim, criminalsuit, administrative or investigative action or proceeding involving a claimdemand for which indemnification is sought under this Agreement; provided, in respect however, that no delay or failure on the part of which the an Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement any liability or obligation hereunder except to the extent that it can demonstrate damages of any damage or prejudice attributable to liability caused by or arising out of such delay or failure. Except as provided in Section 13.2Within thirty (30) days after delivery of such notification, the Indemnifying Party shall be entitled may, upon written notice thereof to have sole the Indemnified Party, assume control over of the response to, defense and settlement of such claim, provided thatsuit, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ action or demand with counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to of such claim as provided in this Sectiondefense, the Indemnifying Indemnified Party shall control such defense. The Party not controlling such defense may participate in such response and therein with counsel of its own choosing at its own expense; provided that, the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateretain its own counsel, at the reasonable cost and expense of the Indemnifying Party, who shall if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be bound inappropriate because of actual or potential differences in the interests of such Indemnified Party and any other party represented by any settlementsuch counsel. The Indemnified Party shall cooperate with the Indemnifying Party shall promptly reimburse in its defense and settlement of any claim, suit, action or demand for which indemnification is sought under this Agreement, and the Indemnified Party for shall not agree to any disposition, compromise or settlement of such costs and expensesaction, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned.

Procedures. Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civilaction, criminaladministrative, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify provide notice thereof to the party that is obligated to provide such indemnification (the "Indemnifying Party") ; provided that a delay in providing such notice shall limit the obligations of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, delay actually prejudices the ability of the Indemnifying Party shall be entitled to have sole control over contest the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or defend the proceeding. The Indemnifying Party notifies shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, if the defendants in any such action include both the Indemnified Party of its election to so assume full control. In the event and the Indemnifying Party does elect to so assume controlParty, (a) and the Indemnified Party shall reasonably conclude that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the reasonable cost and Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim at the expense of the Indemnifying Party, who shall provided, however, that settlement or full payment of any such claim may be bound by any settlement. The made only following consent of the Indemnifying Party shall promptly reimburse or, absent such consent, written opinion of the Indemnified Party for Party’s counsel that such costs and expensesclaim is meritorious or otherwise warrants settlement.

Procedures. Promptly after receipt by (a) In the event that any person claim or entity demand for which Seller or Buyer (in such context (the “Indemnifying Party”) would be liable to a Person entitled to indemnification under in accordance with Section 11.2 (in such context, the Agreement (the "“Indemnified Party"”) of notice of a claim, is asserted against or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the sought to be collected from an Indemnified Party will seek indemnification pursuant to the Agreementby a third party, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") give reasonably prompt notice of such claim or demand promptly to the Indemnifying Party, which notice shall specify the nature of such claim or demand in writing. No reasonable detail and the amount or the estimated amount thereof to the extent then reasonably feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim in the possession of the Indemnified Party; provided that the failure of the Indemnified Party to so notify give the Indemnifying Party a Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party of from its obligations under the Agreement Section 11.2, except to the extent that it can demonstrate damages or of any actual prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement as a result of such claim, provided that, within fifteen delay. (15b) The Indemnifying Party shall have thirty (30) days after from the receipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such written notice, claim or demand. If the Indemnifying Party notifies the Indemnified Party of its election within the Notice Period that it desires to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) defend the Indemnified Party shall be entitled to participate in the response to against such claim and to employ counsel at its own expense to assist in the handling of such claimor demand, (b) the Indemnifying Party shall obtain have the right to defend the Indemnified Party by appropriate proceedings; provided, however, that the Indemnifying Party shall not, without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld, delayed or delayed) before entering conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against compromise that (i) does not include, as an unconditional term thereof, the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred giving by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party claimant or plaintiff to the Indemnified Party of its election a release, in form and substance reasonably satisfactory to assume full controlthe Indemnified Party, from all liability in respect of such claim or litigation, or (ii) includes terms and conditions that, in the reasonable judgment of the Indemnified Party, impose any burden, restraint, cost, liability, duty or other obligation on the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable entitled to assume the control of the defense of any claim that (w) seeks injunctive, equitable or other non-monetary relief, (x) involves a claim of fraud by the Indemnified Party or any of its Affiliates, (y) involves any criminal or quasi-criminal proceeding or (z) in the reasonable opinion of the Indemnified Party, involves a bona fide conflict of interest between the Indemnifying Party and the Indemnified Party. The Indemnified Party shall make available, upon reasonable notice and during normal business hours, to the Indemnifying Party and its agents and representatives, at the Indemnifying Party’s expense, all records, documents, information, data and other materials which may be reasonably required in the defense of such third party claim, and shall otherwise cooperate, at the Indemnifying Party’s expense, with and assist the Indemnifying Party in its defense of the claim; provided that in no event shall the Indemnifying Party have access to any information to the extent such access would violate Laws or would destroy any legal privilege or would violate any obligation of confidentiality. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense; provided that, the Indemnifying Party shall bear the reasonable fees and expenses of one separate counsel (and additional counsel in local jurisdictions as may be reasonably necessary) of the Indemnified Party (and shall pay such fees and expenses at least quarterly) if the Indemnified Party shall have reasonably concluded that there may be a conflict of interest (including one or more legal defenses or counterclaims available to it which are different from or in addition to those available to the Indemnifying Party) that would make it inappropriate, in the reasonable judgment of the Indemnified Party, for the same counsel to represent both the Indemnified Party and the Indemnifying Party. (c) In the event that the Indemnifying Party does not provide notice to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with during the Notice Period of its intent to and then assume the defense of that a third party claim, the Indemnified Party may assume the defense of such claim and, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise with respect to such claim; provided that, if the Indemnifying Party has not provided its consent thereto in accordance with this sentence, such entry of judgment or settlement shall not be conclusive as to the Indemnifying Party’s obligations under Section 11.2. If the Indemnifying Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. (d) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not assume sole control over involve a claim or demand being asserted against or sought to be collected from it by a third party, the response Indemnified Party shall promptly upon becoming aware of the nature of and basis for such claim send a Claim Notice with respect to such claim as provided in this Section, to the Indemnifying Party may participate in such response Party, and the Indemnified Party shall have the right to respond to and defend the may pursue such claim in such manner as it may deem appropriate, at accordance with the reasonable cost terms and expense conditions of this Agreement; provided that the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse failure of the Indemnified Party for to give the Indemnifying Party a Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party from its obligations under Section 11.2, except to the extent of any actual prejudice to the Indemnifying Party as a result of such costs and expensesdelay.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim; and (iv) neither party shall have any liability to the other under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits or similar damages of any kind, whether or not foreseeable. (d) After Closing, excepting claims for fraud, all claims for breach of representations or warranties under this Agreement shall be bound by any settlement. The Indemnifying Party shall promptly reimburse subject to the Indemnified Party for such costs and expenseslimitations set forth in Section 9.2(b) or 9.2(d), as applicable.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim. (d) Seller and Buyer agree to treat any settlement. The Indemnifying Party shall promptly reimburse indemnity payment made pursuant to this Article 9 as an adjustment to the Indemnified Party Purchase Price for such costs and expensesall income Tax purposes.

Procedures. Promptly after receipt by any person or entity The party seeking to be indemnified pursuant to this Section 12 (as applicable, the “Indemnified Party”) shall be entitled to indemnification under the Agreement hereunder only (the "Indemnified Party"a) of if it gives written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification hereunder (the "“Indemnifying Party"”) of any claims, suits or proceedings by third parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in writing. No the case of a proceeding, is served in such proceeding); provided, however, that failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations under the Agreement obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby, and (b) once the Indemnifying Party confirms in writing to the Indemnified Party that it can demonstrate damages or prejudice attributable is prepared to such failure. Except as provided in Section 13.2assume its indemnification obligations hereunder, the Indemnifying Party shall be entitled to have has sole control over the response to, defense and settlement of such the claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claimcost and expense; provided, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyhowever, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim be represented by its own counsel at its own cost in such manner as it may deem appropriatematters. Notwithstanding the foregoing, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. Each party shall reasonably cooperate with the other party and its counsel in the course of the defense of any such costs suit, claim or demand, such cooperation to include using reasonable efforts to provide or make available documents, information and expenseswitnesses and to mitigate damages.

Procedures. Promptly Each Indemnified Party shall give notice to the Indemnifying Party promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "such Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) Party has actual knowledge of any civilclaim as to which indemnity may be sought, criminaland shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, administrative provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or investigative action or proceeding involving a claimany litigation resulting therefrom, in respect of which shall be approved by the Indemnified Party will seek indemnification pursuant to the Agreement(whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense. The failure of any Indemnified Party to give notice as provided herein shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under the Agreement this Section 5 except to the extent that it can demonstrate damages or prejudice attributable the omission results in a failure of actual notice to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies is materially prejudiced or damaged in its ability to defend such claim as a result of the failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of its election a release from all liability in respect to so assume full controlsuch claim or litigation. In the event the Indemnifying Party does elect to so assume control, (a) the No Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such settle any claim, (b) action or proceeding with respect to which indemnification is sought without the written consent of the Indemnifying Party. Each Indemnified Party shall obtain furnish such information regarding itself or the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the in question as an Indemnifying Party may reasonably request in writing and as shall promptly reimburse the Indemnified Party for any legal expenses be reasonably incurred by the Indemnified Party required in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseslitigation resulting therefrom.

Procedures. Promptly after receipt by any person or entity entitled to Any party seeking indemnification under the this Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification sought (the "Indemnifying Party") written notice of such any claim in writing. No failure to so notify or the commencement of any action or proceeding for which the Indemnified Party may seek indemnification, and the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, unless injunctive relief is sought against the Indemnified Party in which case the Indemnified Party shall relieve have the right to join in any defense. The Indemnified Party's failure to give the Indemnifying Party of its obligations notice under this clause shall not preclude the Agreement Indemnified Party from seeking indemnification from the Indemnifying Party except to the extent that the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation. The Indemnifying Party shall not settle any claim for which the Indemnified Party seeks indemnification or consent to entry of any judgment in litigation arising from such a claim without obtaining a written release of the Indemnified Party from all liability in respect of such claim or litigation. If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, or if injunctive relief is sought against the Indemnified Party, the Indemnified Party may defend against or settle such claim or litigation in such manner as it can demonstrate damages or prejudice attributable to may deem appropriate, and in such failure. Except as provided in Section 13.2cases, upon a written demand therefore, the Indemnifying Party shall be entitled to have sole control over promptly reimburse the response toIndemnified Part for the amount of all reasonable expenses, defense and settlement of such claimlegal or otherwise, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies incurred by the Indemnified Party of its election to so assume full control. In in connection with the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense against or delayed) before entering into any settlement of such claim or ceasing to defend against litigation. In addition, if the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, or if such settlement or cessation would cause injunctive relief to be imposed is sought against the Indemnified Party, and (c) if no settlement of the claim or litigation is made, upon written demand therefor, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and for all reasonable expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense of against such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled to (i) Any party seeking indemnification under the Agreement this Section 7 (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify give the party that from whom indemnification is obligated to provide such indemnification being sought (the "Indemnifying Party") notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The obligations of an Indemnifying Party under this Section 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 7 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: Within 30 days after receipt by an Indemnified Party of notice of (i) any Third Party Claim or (ii) the commencement of any action or proceeding which may entitle such Indemnified Party to indemnification under this Section 7, such Indemnified Party shall give the Indemnifying Party written notice of such claim in writingor the commencement of such action or proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim. No The failure to so notify give the Indemnifying Party timely notice under this Section 7 shall not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party unless the Indemnifying Party has been materially prejudiced by such failure. (ii) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Indemnified Party, the obligations of the Indemnifying Party as to such claim shall be limited to assuming, in good faith, the defense of such claim or litigation and to holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall relieve direct and control the Indemnifying defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. Without the written consent of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2Indemnified Party, the Indemnifying Party shall be entitled to have sole control over not, in the response to, defense and settlement of such claimclaim or any litigation resulting therefrom, provided that, within fifteen (15) days after receipt 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 the plaintiff to the Indemnified Party of a release from all liability in respect of such written notice, claim or litigation. No such claim or litigation resulting therefrom which is being defended in good faith by the Indemnifying Party notifies shall be settled or compromised without the written consent of the Indemnifying Party. (iii) If the Indemnifying Party shall not, within 30 days of receipt of notice of any such claim or litigation, give notice to the Indemnified Party of its election intention to so assume full control. In the event the Indemnifying Party does elect to so assume controldefense of any such claim or litigation resulting therefrom, (a) the Indemnified Party may, but shall be entitled to participate in the response to have no obligation to, defend against such claim or litigation, acting in good faith and to employ counsel at its own expense to assist in such manner as it may deem appropriate, and the handling of Indemnified Party may compromise or settle such claim, (b) claim or litigation without the Indemnifying Party's consent. The Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into promptly pay any such settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, litigation and (c) the Indemnifying Party shall also promptly reimburse the Indemnified Party for any the amount of all reasonable expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimor litigation. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlIn addition, the Indemnifying Party shall not be liable to promptly pay the Indemnified Party for amount of any further legal expenses incurred by such Indemnified Party in connection judgment rendered with the defense of that claim. If the Indemnifying Party does not assume sole control over the response respect to such claim as provided in this Section, the Indemnifying Party may participate or in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseslitigation.

Procedures. Promptly after receipt by any person or entity Any Person that may be entitled to indemnification under the this Agreement (the an "Indemnified Party") of shall give written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is Person obligated to provide such indemnification indemnify it (the 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 shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in writingsuch defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party's expense. No failure to so notify In the event that the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with assumed the defense of such the claim prior with counsel reasonably satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by such the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlementthereof. The Indemnifying Party shall promptly reimburse not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party for such costs and expensesprior to ceasing to defend, settling or otherwise disposing of any claim. In no event shall CID Lines constitute, settle or otherwise resolve any claim relating to the Trademark.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section 6 (the "Indemnified Party") of shall give notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated required to provide such indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the 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 litigation, shall be approved by the Indemnified Party (which approval shall not unreasonably be withheld), and the Indemnified Party may participate in writing. No such defense at such party's expense, and provided further that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the Agreement except failure to the extent that it can demonstrate damages or prejudice attributable give such notice is materially prejudicial to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the an Indemnifying Party's notice of its election ability to assume full control over the response to defend such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlaction and provided further, that the Indemnifying Party shall not be liable assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party for Party, consent to entry of any further legal expenses incurred 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 or litigation. No Indemnifying Party shall be liable for indemnification hereunder with respect to any settlement or consent to judgment, in connection with any claim or litigation to which these indemnification provisions apply, that has been entered into without the defense prior consent of that claim. If the Indemnifying Party does (which consent will not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesunreasonably withheld).

Procedures. 16.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civilaction, criminalproceeding or litigation (collectively, administrative or investigative action or proceeding involving a claim"Litigation") which may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such claim or Litigation and shall permit the Indemnifying Party shall relieve to assume the defense of any such Litigation. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over the response to, defense and settlement of defend such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or Litigation. 16.6.2 If the Indemnifying Party notifies assumes the defense of any such claim or Litigation with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and or Litigation shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing Litigation and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or Litigation; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or Litigation provided that the Indemnifying Party shall direct and control the defense of such claim or Litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or Litigation, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or Litigation. 16.6.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or Litigation, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or Litigation in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or Litigation. If no settlement of the claim or Litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such Litigation and of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or Litigation. 16.6.4 Regardless of whether the Indemnifying Party shall have assumed the defense of any such claim or Litigation, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claim or Litigation without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party"a) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the The Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party of any indemnified claim. Any failure by the Indemnified Party to give such notice shall not relieve the such Indemnifying Party of from its obligations under obligation to indemnify the Agreement Indemnified Party except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is actually prejudiced as a result of such failure. . (b) Except as provided in Section 13.2for claims involving any Third Party Infringement or Third Party Claim, and without limiting the Indemnifying Party’s indemnity obligations herein, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so may assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense option by written notice to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of any claim with counsel selected by such claim prior Indemnifying Party reasonably acceptable to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to assumes such claim as provided in this Sectiondefense, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond meaningfully participate in the defense thereof and to and defend the claim in such manner as it may deem appropriate, employ counsel at the reasonable its sole cost and expense that is separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (c) Whether or not the Indemnifying Party assumes the defense of a claim pursuant to Section V(2)(b), the Indemnified Party shall not admit any liability with respect to, or settle, compromise, consent to judgment or discharge, any claim, except with the prior written consent of the Indemnifying Party, who which consent shall not be bound by unreasonably withheld. (d) If a bona fide settlement offer is made with respect to a claim other than a claim involving any settlement. The Third Party Infringement or Third Party Claim and the Indemnifying Party shall promptly reimburse desires to accept and agree to the offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect (the “Settlement Notice”). If the Settlement Notice (i) includes a full release of the Indemnified Party, (ii) does not have any material adverse monetary effect or continuing liability or obligation on the Indemnified Party, (iii) the entire cost of such settlement is paid by the Indemnifying Party and (iv) the Indemnified Party fails to consent to the settlement offer within ten (10) Business Days after receipt of the Settlement Notice or rejects the settlement offer, then the Indemnified Party shall thereafter be solely responsible for continuing the defense of such costs claim. In that event, the maximum liability of the Indemnifying Party as to such claim will not exceed the amount of such settlement offer. (e) If the Indemnifying Party opts not to assume the defense as set forth in Section V(2)(b), (i) then the Indemnified Party shall afford the Indemnifying Party the opportunity to be meaningfully involved with respect to the response to and expensesdefense and/or settlement of the claim, such cooperation to include consultation on all material matters, including defense and settlement strategy and tactics, with the Indemnifying Party and (ii) the Indemnifying Party may employ counsel at its sole cost and expense that is separate from the counsel employed by the Indemnified Party, it being understood that the Indemnified Party shall control such defense.

Procedures. Promptly after receipt by any person or entity entitled to indemnification Any indemnified party submitting an indemnity claim under the Agreement this Section 13, as applicable (the "“Indemnified Party"”), shall: (a) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification indemnifying Party (the "“Indemnifying Party") ”), of such claim in writing. No failure to so notify writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that, no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its obligations under the Agreement indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the case of the foregoing clauses (b) and (c), the Indemnifying Party shall be entitled to have sole control over not, without the response to, defense and settlement written consent of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, compromise or settle any suit or proceeding unless such compromise or settlement (ai) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, is solely for monetary damages (b) for which the Indemnifying Party shall obtain be responsible), (ii) does not impose injunctive or other equitable relief against the prior written approval Indemnified Party and (iii) includes an unconditional release of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement from all liability on claims that are the subject matter of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the proceeding. The Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party (in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim capacity as provided in this Section, the Indemnifying Party such) may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, defense at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesits own expense.

Procedures. 15.4.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement either party (the "Indemnified Party") of notice of a claim, (a) any claim or of (b) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. 15.4.2 If the Indemnifying Party assumes the defense of its any such claim or litigation resulting therefrom, the obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, of the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified Party, Party harmless from and (c) against any Damages caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 15.4.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom within 45 days after notice thereof from the Indemnified Party, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. Promptly after receipt (a) If a claim, Action, suit or proceeding (including a claim, Action, suit or proceeding by a Person who is not a Party or an Affiliate thereof, such claim, Action, suit or proceeding being referred to as a “Third Party Claim”) is made or threatened in writing to be made against any person or entity Person entitled to indemnification under the Agreement pursuant to Section 5.2(g) or Section 6.2 (the "an “Indemnified Party"”), and if such Person intends to seek indemnity with respect thereto under Section 5.2(g) of notice of a claimor this Article 6, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the such Indemnified Party shall promptly notify give a Notice of Claim to the party that is Party obligated to provide indemnify such indemnification Indemnified Party under Section 5.2(g) or Section 6.2 (such notified Party, the "Indemnifying “Responsible Party") of such claim in writing. No ”); provided, that the failure to so notify the Indemnifying Party give such Notice of Claim shall not relieve the Indemnifying Responsible Party of its indemnification obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the Responsible Party is materially prejudiced thereby. (b) Upon receipt of a Notice of Claim for a Third Party Claim, the Indemnifying Responsible Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen thirty (1530) days after receipt of such written noticenotice to assume the control of and conduct, through counsel chosen by the Indemnifying Responsible Party notifies at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate in good faith with the Responsible Party in connection therewith; provided, that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of its election such counsel shall be borne by such Indemnified Party unless, in the opinion of counsel, representation of both the Responsible Party and the Indemnified Party by the same counsel would be inappropriate under applicable standards of professional care due to so assume full control. In actual or potential conflicts of interest as between such parties, in which case the event the Indemnifying Party does elect to so assume control, (a) fees and expenses of counsel selected by the Indemnified Party shall be entitled to participate in borne by the response to Responsible Party). So long as the Responsible Party is reasonably contesting any such claim and to employ counsel at its own expense to assist in the handling of such claimgood faith, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld pay or delayed) before entering into settle any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by Notwithstanding the Indemnifying Party to the Indemnified Party foregoing provisions of its election to assume full controlthis Section 6.3(b), the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim pay or settle any such claim; provided, that in such manner event it shall waive any right to indemnity or reimbursement therefor by the Responsible Party or from the Indemnity Escrow Account, as it the case may deem appropriatebe, at for such claim unless the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Responsible Party shall promptly reimburse have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s Notice of Claim hereunder that it elects to undertake the defense thereof, the Indemnified Party, acting reasonably and in good faith, shall have the right to contest, settle or compromise the claim and shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement (subject to the applicable conditions and limitations provided in this Article 6). (c) Notwithstanding any other provision of this Agreement to the contrary, if a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Responsible Party desires to accept and agree to such offer, the Responsible Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party does not consent to such firm offer within a reasonable period of time after its receipt of such notice, the Indemnified Party may elect to assume the defense of such Third Party Claim and in such event, the maximum liability of the Responsible Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party so fails to consent to such firm offer and also fails to assume control of the defense of such Third Party Claim, the Responsible Party may resolve and settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. The Responsible Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), enter into any settlement except as set forth in this Section 6.3(c). (d) With respect to any Notice of Claim by an Indemnified Party relating to a Loss which does not arise out of or result from a Third Party Claim (a “Direct Claim”), the Responsible Party shall have thirty (30) days after receipt of such notice to respond in writing to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Responsible Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim. If the Responsible Party does not so respond within such thirty (30)-day period, the Responsible Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent such Indemnified Party determines in good faith is reasonably necessary to remedy, cure or respond to the consequences of the breach, default or non-compliance that gives rise to such Loss. (f) The Responsible Party and expensesthe Indemnified Party shall reasonably cooperate in the defense or prosecution of any Third Party Claim to ensure the proper and adequate defense thereof, and shall reasonably cooperate with respect to any Direct Claim, in each case in respect of which indemnity may be sought hereunder and each (or a duly authorized Representative of such Party) shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested or necessary in connection therewith. (g) The above provisions of this Section 6.3 shall not apply to any claim for indemnification with respect to Taxes (including any Excluded Taxes), the procedures with respect to which shall be governed by Section 5.4. Payments by a Responsible Party pursuant to Section 5.4 with respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized in cash in the Tax year such Loss is incurred as a result of such Loss by the Indemnified Party.

Procedures. Promptly after receipt by any person or entity entitled to (a) The party seeking indemnification under the Agreement Section 5.2 (the "Indemnified Party") of shall give prompt written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that against whom indemnity is obligated to provide such indemnification sought (the "Indemnifying Party") of any claim, assertion, event or proceeding of which such claim in writing. No Indemnified Party has knowledge concerning any Loss as to which such Indemnified Party may request indemnification under such Section; provided that the failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations from any liability under the Agreement Section 5.2, except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party has been prejudiced by such failure. Except as provided . (b) With respect to any such claim or proceeding by or in Section 13.2respect of a third party, the Indemnifying Party shall be entitled have the right to have sole control over direct, through counsel of its own choosing, reasonably satisfactory to the response toIndemnified Party, the defense and or settlement thereof at its own expense. If the Indemnifying Party elects to assume the defense of any such claim, provided that, within fifteen (15) days after receipt of such written noticeclaim or proceeding, the Indemnifying Party notifies thereby waives its right to contest its obligation to indemnify the Indemnified Party pursuant to this Section with respect to such claim or proceeding and the Indemnified Party may participate in such defense, but in such case the expenses of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled paid by the Indemnified Party. The Indemnified Party shall provide the Indemnifying Party with reasonable access to participate in the response its records and personnel relating to such claim and to employ counsel at its own expense to assist in the handling of any such claim, (b) assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for all of its reasonable out-of-pocket expenses in connection therewith. Upon assumption of the defense of any legal expenses reasonably incurred such claim or proceeding by the Indemnifying Party, the Indemnified Party in connection with the defense shall not pay, or permit to be paid, any part of any claim or demand arising from such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by asserted liability for so long as the Indemnifying Party to the Indemnified Party of its election to assume full controlis diligently defending such claim or demand, unless the Indemnifying Party shall not consents in writing to such payment or unless a final judgment from which no appeal may be liable to taken is entered against the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimliability. If the Indemnifying Party does not shall fail to assume sole control over and pursue the response to such claim as provided in this Sectiondefense, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend undertake the claim in such manner as it may deem appropriate, defense or settlement thereof at the reasonable cost and Indemnifying Party's expense (subject to the liability of the Indemnifying Party pursuant to Section 5.2). No third party claim may be settled by the Indemnified Party without the written consent of the Indemnifying Party, who which consent shall not be bound unreasonably withheld. Any such settlement shall include as an unconditional term thereof the giving by any settlement. The the claimant or the plaintiff to the Indemnified Party of a release of the Indemnified Party from all liability in respect of such claim; provided that if the Indemnifying Party submits to the Indemnified Party a bona fide settlement offer from the third party claimant of any claim (which settlement offer shall promptly reimburse include as an unconditional term of it the release by the claimant or the plaintiff to the Indemnified Party from all liability in respect of such claim) and the Indemnified Party refuses to consent to such settlement, then thereafter the Indemnifying Party's liability to the Indemnified Party for indemnification with respect to such claim shall not exceed the settlement amount included in said bona fide settlement offer, and the Indemnified Party shall either assume the defense of such claim or pay the Indemnifying Party's attorney's fees and other out-of-pocket costs incurred thereafter in continuing the defense of such claim. (c) Each payment made pursuant to Section 5.2 of an amount equal to $1,000,000 or more shall be made promptly following final determination of such claim and expenseseach such payment of an amount of less than $1,000,000 shall be made no later than the end of the calendar quarter next following the date on which the amount of such claim was finally determined. Any such payment shall be limited to the amount of any liability or damage that remains after deducting therefrom any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto.

Procedures. Promptly after receipt 1. The disputing parties shall initially seek to resolve any dispute by any person or entity entitled consultations and negotiations. 2. Where the dispute is not resolved as provided for under paragraph 1 of this Article within six months from the date of a request for consultations and negotiations, then unless the disputing parties agree otherwise, the disputing investor (hereinafter referred to indemnification as the “claimant”) may submit the dispute: (a) to the national courts of the respondent provided that the national courts have jurisdiction over such dispute; (b) under the ICSID Convention and the ICSID Arbitration Rules, provided that both the disputing Party (hereinafter referred to as the “respondent”) and the Party of the claimant are parties to the ICSID Convention; (c) under the ICSID Additional Facility Rules, provided that either the respondent or the Party of the claimant is a party to the ICSID Convention; (d) under the UNCITRAL Arbitration Rules; or (e) to any other arbitral institutions or under any other arbitration rules, if the disputing parties so agree. 3. Each Party hereby consents to the submission of a dispute to arbitration under paragraph 2 of this Article in accordance with the provisions of this Section, conditional upon: (a) the submission of the dispute to such arbitration taking place within three years of the time at which the claimant became aware, or should reasonably have become aware, of a breach of an obligation under this Agreement causing loss or damage to the claimant or its investment; (b) the claimant providing written consent to arbitration in accordance with the procedures set out in this Section; (c) the claimant providing written notice, which shall be submitted at least 30 days before the claim is submitted, to the respondent of its intent to submit the dispute to such arbitration and which: (i) states the name and address of the claimant; (ii) nominates one of the fora referred to in paragraph 2 of this Article as the forum for dispute settlement; (iii) waives its right to initiate or continue any proceedings (excluding proceedings for interim measures of protection referred to in paragraph 7 of this Article) before any of the other dispute settlement fora referred to in paragraph 2 of this Article in relation to the matter under dispute; and (iv) briefly summarises the alleged breach of the respondent under this Agreement (including the "Indemnified Party") provisions alleged to have been breached), the legal and factual basis for the dispute, and the loss or damage allegedly caused to the claimant or its investment by reason of notice that breach. 4. The consent under paragraph 3 of this Article and the submission of a claimclaim to arbitration under this Section shall satisfy the requirements of: (a) Chapter II of the ICSID Convention (Jurisdiction of the Centre) and the ICSID Additional Facility Rules for written consent of the parties to the dispute; and (b) Article II of the New York Convention for an “agreement in writing”. 5. Unless the disputing parties otherwise agree, the arbitral tribunal shall be composed of three arbitrators, who shall not be nationals or permanent residents of the State of either Party. Each disputing party shall appoint one arbitrator and the disputing parties shall agree upon a third arbitrator, who shall be the chairman of the arbitral tribunal. If an arbitral tribunal has not been established within 90 days from the date on which the claim was submitted to arbitration, either because a disputing party failed to appoint an arbitrator or because the disputing parties failed to agree upon the chairman, the Secretary-General of ICSID, upon request of either disputing party, shall appoint, at his own discretion, the arbitrator or arbitrators not yet appointed. Nevertheless, the Secretary-General of ICSID, when appointing the chairman, shall ensure that he or she is a national or permanent resident of the State of neither of the Parties. 6. Unless the disputing parties otherwise agree, the tribunal shall determine the place of arbitration in accordance with the applicable arbitration rules, provided that the place shall be in the territory of a State that is a party to the New York Convention. 7. Neither Party shall prevent the claimant from seeking interim measures of protection, not involving the payment of damages or resolution of the substance of the matter in dispute before the courts or administrative tribunals of the respondent, prior to the institution of proceedings before any of the dispute settlement fora referred to in paragraph 2 of this Article, for the preservation of its rights and interests. 8. Neither Party shall give diplomatic protection, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a bring an international claim, in respect of a dispute which an investor of its State and the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated have consented to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure submit or have submitted to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations arbitration under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, unless such other Party has failed to abide by and comply with the Indemnifying Party may participate award rendered in such response dispute. Diplomatic protection, for the purposes of this paragraph, shall not include informal diplomatic exchanges for the sole purpose of facilitating a settlement of the dispute. 9. A claim that is submitted for arbitration under this Section shall be considered to arise out of a commercial relationship or transaction for purposes of Article I of the New York Convention. 10. Any arbitral award shall be final and binding upon the Indemnified disputing parties. Each Party shall have ensure the right to respond to recognition and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense enforcement of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesaward in accordance with its national legislation.

Procedures. Promptly (a) The parties shall attempt settlement of each Dispute through good faith consultations. If no settlement can be reached through such consultations within sixty (60) days after receipt by any person or entity entitled to indemnification under either party has notified the Agreement (other party in writing of the "Indemnified Party") of notice existence of a claimDispute, or then either party may exercise its right to seek resolution of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification Dispute through mediation pursuant to the Agreementterms of Section 18.2(b). (b) If either party seeks resolution of the Dispute through mediation, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party matter shall be entitled submitted to have sole control over JAMS for mediation. Either party may commence mediation by providing to JAMS and the response toother party a written request for mediation, defense setting forth the subject of the dispute and settlement of such claim, provided thatthe relief requested, within fifteen thirty (1530) days after receipt expiration of such written noticethe aforementioned sixty (60) day period. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlmediation proceedings. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to The parties covenant that they will participate in the response to such claim mediation in good faith, and to employ counsel at that they will share equally in its own expense to assist costs. All offers, promises, conduct and statements, whether oral or written, made in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval course of the Indemnified Party (which approval mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be unreasonably withheld rendered inadmissible or delayednon-discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or forty-five (45) before entering into days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action, if the parties so desire. The provisions of this Section 18.2(b) may be enforced by any settlement Court of such claim or ceasing competent jurisdiction, and the party seeking enforcement shall be to defend against such claim if such settlement or cessation would cause injunctive relief an award of all costs, fees and expenses, including attorneys’ fees, to be imposed paid by the party against the Indemnified Party, and whom enforcement is ordered. (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response mediation specified in Section 18.2(b) fails, then either party may pursue any remedy available to such claim as provided it at law or in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesequity.

Procedures. Promptly after receipt by any person or entity entitled Each Party agrees to indemnification under give prompt written notice (such Party with the Agreement (obligation to give notice, the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Agreement, including the estimated amount and other details of such claim in writing. No claim; provided, however, that the failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations under the Agreement hereunder, except to the extent that it can demonstrate damages the Indemnifying Party shall have been materially prejudiced by such lack of timely and adequate notice. The Indemnifying Party shall have the right, at its election, to take over the defense or prejudice attributable settlement of any third Person claim at its own Expense by giving prompt notice to that effect to the Indemnified Party; provided, however, that the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such failurethird Person claim. Except as provided in Section 13.2If the Indemnifying Party shall have so assumed the defense of any claim, the Indemnifying Party shall be entitled authorized to have sole control over consent to a settlement of, or the response toentry of any judgment arising from, defense and settlement of any such claim, provided thatin its sole discretion without the prior consent of the Indemnified Party; provided, however, that a condition to any such settlement shall be a complete release of the Indemnified Party with respect to such claim. The Indemnifying Party agrees to consult with the Indemnified Party prior to entering into any settlement contemplated by the immediately preceding sentence, it being expressly understood that such duty to consult does not in any way limit the Indemnifying Party's right to consent to a settlement or the entry of judgment in its sole discretion without obtaining the prior consent of the Indemnified Party. The Indemnified Party shall at all times have the right, at its option and Expense, to participate fully in, but not to control, any such defense. If the Indemnifying Party, within fifteen (15) 20 days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party's notice of claim, and does not (ci) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with give such notice to take over the defense of such claim prior and proceed diligently to defend the claim or (ii) object to such claim in writing to the Indemnified Party's receipt , then the Indemnified Party shall have the right, but not the obligation, to undertake the defense of such claim for the account of and at the risk of the Indemnifying Party's notice . The Parties shall cooperate in defending any third Person claim, and the defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in the possession or control of the other party. The Parties agree that any Indemnified Party, at its election own expense, may join an Indemnifying Party in any action, claim or proceeding brought by a third Person, as to assume full control over which any right of indemnity created by this Agreement would or might apply, for the response purpose of enforcing any right of indemnity granted to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election pursuant to assume full controlthis Agreement. (a) Any claim for indemnification made directly by a Party and which does not result from a third Person claim or action, the shall be asserted by written notice. The Indemnifying Party shall not be liable have a period of 45 days within which to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimrespond thereto. If the Indemnifying Party does not assume sole control over respond within such 45‑day period, such Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the response validity of such claim. (b) Notwithstanding anything to such claim as provided the contrary, (i) no investigation by or knowledge of Buyer shall affect or limit Buyer's rights to indemnity contained in this SectionArticle 11, and (ii) Buyer's inability to recover for Losses under Section 11.3(a)(i) (whether due to the Indemnifying Party may participate in scope of a particular representation or warranty or otherwise) shall not preclude Buyer from recovering under any other subsection of Section 11.3(a), each such response subsection being an independent basis for indemnification. (c) The Parties acknowledge that the provisions of Section 13.7 and that the Indemnified Party shall have the right same applies to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.all indemnity claims hereunder

Procedures. Promptly after receipt by any person The initial publication of Combination Therapy Data shall be a joint publication of both Parties, which shall be agreed upon in writing through the Combination Project Committee, such agreement not to be unreasonably withheld, conditioned or entity entitled delayed. A Party that proposes to indemnification under make a publication or presentation referenced in Section 6.6.1 other than the Agreement (the "Indemnified Party") initial publication of notice Combination Therapy Data shall submit copies of a claim, each such proposed publication or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant presentation to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated at least [**] in advance of submitting such proposed publication or presentation to provide such indemnification (the "Indemnifying a publisher or other Third Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Such non-publishing Party shall have the right to respond review, comment on, and approve each such proposed publication or presentation for accuracy and to ascertain whether such non-publishing Party’s Confidential Information (including any such Confidential Information about the Combination Therapy) is being inappropriately utilized or released; provided that the non-publishing Party’s approval shall not be required to the extent that the publishing Party seeks to make any such publication or presentation that relates only to the Immatics Product (if Immatics is the publishing Party) or Moderna Product (if Moderna is the publishing Party), but, in each case, does not relate to the Combination Therapy (including the Combination Therapy Trial) or the non-publishing Party’s product(s). The non-publishing Party shall have the right to request that the publishing Party remove any of the non-publishing Party’s Confidential Information (including any such Confidential Information about the Combination Therapy, the Immatics Product (if Moderna is the publishing Party) or Moderna Product (if Immatics is the publishing Party)) prior to submission for publication or presentation. Upon such request of the non-publishing Party, the publishing Party shall redact or otherwise modify the proposed publication or presentation to remove any such Confidential Information of the other Party and defend provide the claim in such manner as it final manuscript of the publication or presentation to the non-publishing Party for release. If the non-publishing Party fails to notify the publishing Party during the [**] period set forth above, the publishing Party may deem appropriateproceed with the proposed publication or presentation. Without limiting the foregoing, at the reasonable cost and expense request of the Indemnifying non-publishing Party, who shall be bound by any settlement. The Indemnifying the publishing Party shall promptly reimburse delay any publication by [**] to enable the Indemnified non-publishing Party for such costs and expensesto secure adequate intellectual property protection of its Confidential Information or other Inventions that would otherwise be affected by the publication.

Procedures. Promptly after receipt by any person or entity Each party entitled to indemnification under the Agreement this Section ---------- 7.7 (the "Indemnified Party") of shall give notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated required to provide such indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the 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 litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed). Without limiting the generality of the foregoing, if the Indemnified Party has been advised in writing. No failure writing by its counsel that representation of both the Indemnified and Indemnifying Party by the same counsel would be inappropriate under standards of professional conduct due to so notify actual or potential differing interests, with respect to such claim or litigation, the Indemnifying Party shall bear the expense of another counsel who shall represent the Indemnified Party and any other persons or entities who have indemnification rights from the Indemnifying Party hereunder, with respect to such claim or litigation, and shall be selected as provided in the first sentence of this Section 7.7(c). The Indemnified Party may participate in such defense at such party's expense (except to the extent that the Indemnifying Party is required to pay the expense of such counsel pursuant to this Section 7.7(c)), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under the Agreement this Agreement, except to the extent that it can demonstrate damages or prejudice attributable such failure is prejudicial to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response toin defending such claim or litigation. No Indemnifying Party, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to defense of any such claim and to employ counsel at its own expense to assist in or litigation, shall, except with the handling consent of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the each Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering ), 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 with respect to such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseslitigation.

Procedures. Promptly after receipt In the event that, prior to the Survival Date, any demands or claims are asserted against an Indemnified Party or any actions, suit or proceedings are commenced against an Indemnified Party by any person or entity entitled to indemnification under the Agreement (the "a Person who is not an Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of Party for which the Shareholders are obligated to indemnify such Indemnified Party will seek indemnification pursuant to the Agreementunder Section 7.2(a) hereof (a “Third-Party Claim”), then Parent or the Indemnified Party shall promptly notify give written notice thereof to the party that is obligated Escrow Agent and the Shareholder Representatives pursuant to provide such indemnification (Section 7.2(d) hereof. Failure to furnish written notice to the "Indemnifying Party") Shareholder Representatives or the Escrow Agent of such claim in writing. No failure to so notify a Third-Party Claim shall not release the Indemnifying Party shall relieve the Indemnifying Party of its Parties from their obligations under the Agreement hereunder, except to the extent that it can demonstrate damages or prejudice attributable to they are actually prejudiced by such failure. Except as provided in Section 13.2, the Indemnifying The Indemnified Party shall be entitled to have sole undertake control over of the response to, defense and settlement of such Third-Party Claim by counsel of the Indemnified Party’s choosing reasonably acceptable to the Shareholder Representatives. The Indemnified Party and the Shareholder Representatives shall cooperate with each other in all reasonable respects in connection with the defense of any such demand, claim, provided thataction, within fifteen (15) days after receipt suit or proceeding, including make available records relating to such claim and furnishing employees of such written notice, the Indemnifying Party notifies the Indemnified Party as may be reasonably necessary for the preparation of its election the defense or for testimony as a witness in any proceeding relating to so assume full controlsuch demand, claim, action, suit or proceeding. In the event the Indemnifying Party does elect to so assume control, (a) the The expenses of an Indemnified Party of defending any action, suit or proceeding shall be treated as Losses. The Shareholder Representatives shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of any such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlaction, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response their counsel and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensestheir own expense.

Procedures. Promptly after receipt For the purposes of this Section 10, the term claim shall include any claim, litigation, setoff, defense, counterclaim or other action by any person or entity entitled to a third party against the party claiming indemnification under the this Agreement (the "Indemnified “Asserting Party"”). (1) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified The Asserting Party shall promptly notify the party that from which indemnification is obligated sought (the “Defending Party”) of the nature and basis of the claim for indemnification (an “Indemnified Claim”). Failure to provide such indemnification (the "Indemnifying Party") of such claim notice in writing. No failure to so notify the Indemnifying Party a timely manner shall relieve the Indemnifying Defending Party of its indemnification obligations under the Agreement except hereunder only to the extent that it can demonstrate damages or prejudice attributable the defense of the claim is prejudiced by such delay. The notice shall afford the opportunity to such failure. Except as provided in Section 13.2, the Indemnifying Defending Party shall be entitled to have sole control over assume the response to, defense and settlement of such claim, provided that, the Indemnified Claim within fifteen *****(15term omitted) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified The Defending Party shall have the right to respond select counsel reasonably acceptable to the Asserting Party to conduct the defense of the Indemnified Claim. If the Defending Party elects to assume the defense of the Indemnified Claim, counsel selected by the Defending Party may represent both the Asserting Party and defend the claim Defending Party. This shall not apply, however, in such manner a case in which both the Asserting Party and the Defending Party are named in the same litigation and representation of both of them by the same counsel would create a conflict of interest, as determined by the Asserting Party. (A) If the Defending Party timely elects to assume the defense of the Indemnified Claim, the Defending Party shall have the right to settle the Indemnified Claim on any terms it considers reasonable provided that the settlement shall not require the Asserting Party to render any performance or pay any consideration without its consent. (B) If the Defending Party fails timely to elect to assume the prosecution or defense of the Indemnified Claim, the Asserting Party will assume the prosecution or defense of the Indemnified Claim. However, the Asserting Party may deem appropriatesettle the Indemnified Claim only after written consent of the Defending Party and only on terms it in good faith considers reasonable. Such settlement shall be valid against and paid by the Defending Party. In addition, the full cost incurred by the Asserting Party in the prosecution or defense of the Indemnified Claim shall be paid by the Defending Party. (2) In a case in which the Defending Party assumes the defense of an Indemnified Claim, the Asserting Party may also employ its own counsel. Such employment shall be at the reasonable cost and expense of the Indemnifying Asserting Party. If, who however, the same counsel may not represent both the Asserting Party and the Defending Party due to a conflict of interest (as set forth at Section 10(c)(1) above), such employment shall be bound by any settlementin sole discretion and at the expense of the Defending Party. The Indemnifying In a case in which the Defending Party fails to timely assume the defense of the Indemnified Claim; the Asserting Party may employ its own counsel reasonably accept able to the Defending Party at the expense of the Defending Party. (3) When the Defending Party elects to assume the defense of the Indemnified Claim, the Asserting Party shall promptly reimburse cooperate with the Defending Party in the defense of the Indemnified Claim. (4) Nothing in this Section shall prevent the Defending Party from asserting any cross-claim for indemnification against the Asserting Party. If the Defending Party asserts such costs and expensesa cross-claim, however, the Asserting Party shall have the right to conduct its own defense of the primary claim at its own expense.

Procedures. Promptly after receipt by any person or entity entitled (a) Each of Buyer pursuant to indemnification under the Agreement Sections 13.2 and Seller pursuant to Sections 13.3 (the "Indemnified Party") of agrees to give prompt notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified other Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Agreement, including the amount and other details of such claim in writing. No claim; provided, however, that the failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations under the Agreement hereunder, except to the extent that it can demonstrate damages the Indemnifying Party shall have been prejudiced by such lack of timely and adequate notice. The Indemnifying Party shall have the right, at its election, to take over the defense or prejudice attributable settlement of such claim at its own expense by giving prompt notice to such failurethat effect to the Indemnified Party. Except as provided in Section 13.2If the Indemnifying Party shall have so assumed the defense of any claim, the Indemnifying Party shall be entitled authorized to have sole control over consent to a settlement of, or the response toentry of any judgment arising from, defense and settlement of any such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval consent of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into Person; provided, however, that a condition to any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to shall be imposed against a complete release of the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection Person with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response respect to such claim. After notice by the Indemnifying Party to the The Indemnified Party of shall at all times have the right, at its election option and expense, to assume full participate fully in, but not to control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimdefense. If the Indemnifying Party does not assume sole control not, within thirty days after receipt of the Indemnified Party's notice of claim, (x) give such notice to take over the response defense of such claim and proceed diligently to defend the claim or (y) object to such claim as provided in this Sectionwriting to the Indemnified Party, the Indemnifying Party may participate in such response and then the Indemnified Party shall have the right right, but not the obligation, to respond to undertake the defense of such claim for the account of and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense risk of the Indemnifying Party. The parties shall cooperate in defending any third party claim, who and the defending party shall have reasonable access to the books, records and personnel which are pertinent to the defense and which are in the possession or control of the other party. The parties agree that any Indemnified Party may, at its own expense, join an Indemnifying Party in any action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of indemnity granted to such Indemnified Party Pursuant to this Agreement. (b) Any claim for indemnification made directly by a party and which does not result from a third party claim or action, shall be bound asserted by any settlementwritten notice. The Indemnifying Party other party shall promptly reimburse have a period of sixty days within which to respond thereto. If the Indemnified Party for other party does not respond within such costs sixty day period, such party shall be deemed to have accepted responsibility to make payment and expensesshall have no further right to contest the validity of such claim.

Procedures. Promptly after receipt by any person or entity entitled (a) The indemnified party shall give prompt written notice to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) indemnifying party of any civildemand, criminalsuit, administrative claim or investigative action or proceeding involving assertion of liability by a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the third party that is obligated subject to provide such indemnification hereunder (the a "Indemnifying PartyClaim") of such claim in writing. No ), but a failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party's rights or the Indemnifying Party of its obligations under the Agreement indemnifying party's obligations, except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 9.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel reasonably satisfactory to the claim parties. In the event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party's cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Notwithstanding anything herein to the contrary: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of any Claim, and shall have the right to consult with the indemnifying party and its counsel concerning any Claim, and the indemnifying party and the indemnified party shall cooperate in good faith with respect to any Claim; (ii) the indemnifying party shall not, without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include a release of the Indemnifying Partyindemnified party from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, who the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim. (iv) neither party shall have any settlement. The Indemnifying Party shall promptly reimburse liability to the Indemnified Party other under any circumstances for such costs and expensesspecial, indirect, consequential, punitive or exemplary damages or lost profits or similar damages of any kind, whether or not foreseeable.

Procedures. 12.3.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civilaction, criminalproceeding or litigation (collectively, administrative or investigative action or proceeding involving a claim"Litigation") which may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such claim or Litigation and shall permit the Indemnifying Party shall relieve to assume the defense of any such Litigation. The failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over the response to, defense and settlement of defend such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or Litigation. 12.3.2 If the Indemnifying Party notifies assumes the defense of any such claim or Litigation with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and or Litigation shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing Litigation and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or Litigation; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its or his expense, in connection with the defense of such claim prior or Litigation provided that the Indemnifying Party shall direct and control the defense of such claim or Litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or Litigation, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or Litigation. 12.3.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or Litigation, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or Litigation in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or Litigation. If no settlement of the claim or Litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such Litigation and of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or Litigation. 12.3.4 Regardless of whether the Indemnifying Party shall have assumed the defense of any such claim or Litigation, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such claim or Litigation without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures. Promptly after receipt by any person Subject to the limitation described in SECTION 10.3, an Event of Breach occurs or entity is alleged and the party or parties entitled to receive the benefits of the indemnification under the Agreement provisions hereunder (the "Indemnified PartyINDEMNIFIED PARTY") of notice of asserts that a claimparty or parties has become obligated to the Indemnified Party pursuant to SECTION 10.1 (the "INDEMNIFYING PARTY"), or of the commencement (or threatened commencement) of if any civilsuit, criminalaction, administrative or investigative action investigation, claim or proceeding involving is begun, made or instituted as a claim, in respect result of which the Indemnifying Party may become obligated to the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No ; provided, that the failure to so promptly notify the Indemnifying Party shall does not relieve the Indemnifying Party of its obligations under hereunder except to the Agreement except extent it is materially prejudiced thereby. In case any claim is asserted or suit, action or proceeding commenced against an Indemnified Party, the Indemnifying Party will be entitled to participate therein, and, to the extent that it can demonstrate damages may wish, to assume the defense, conduct or prejudice attributable to such failure. Except as settlement thereof; provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if that such settlement is for the payment of money only, and does not impose any obligation or cessation would cause injunctive relief to be imposed against limitation on the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by from the Indemnifying Party to the Indemnified Party of its election so to assume full controlthe defense, conduct or settlement thereof, the Indemnifying Party shall will not be liable to the Indemnified Party for any further legal or other expenses subsequently incurred by such the Indemnified Party in connection with the defense of defense, conduct or settlement thereof unless the Indemnified Party has defenses that claimmay conflict with, or that may not be available to, the Indemnifying Party. If The Indemnified Party will reasonably cooperate with the Indemnifying Party does not assume sole control over the response to in connection with any such claim as provided in this Section, assumed by the Indemnifying Party may participate in such response and to make available to the Indemnifying Party all pertinent information under the Indemnified Party's control. The Indemnified Party shall have will not consent to the right entry of a judgment or enter into any settlement with respect to respond to and defend the claim in such manner as it may deem appropriate, at matter without the reasonable cost and expense written consent of the Indemnifying Party, who shall Party (not to be bound by any settlementunreasonably withheld or delayed). The Indemnifying Party shall promptly reimburse will not consent to the entry of a judgment with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party for such costs and expensesfrom all liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld or delayed).

Procedures. Promptly after receipt by The indemnification contained in this Section 8.02 shall be implemented as follows: (1) Such indemnity shall extend to any person actual loss, cost, expense, liability, obligation or entity entitled to indemnification under the Agreement damage (the "Indemnified PartyLoss") incurred or suffered by the indemnified party, its officers, directors, shareholders, partners, members and managers, including reasonable fees and expenses of notice attorneys, technical experts and expert witnesses reasonably incident to the Adverse Consequences indemnified against. (2) The amount of a each payment claimed by an indemnified party to be owing and the basis for such claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving together with a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except list identifying to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2reasonably possible each separate item of Loss for which payment is so claimed, the Indemnifying Party shall be entitled set forth by such party in a statement delivered to have sole control over the response indemnifying party ("Claim Notice"). The amount claimed shall be paid by such indemnifying party as and to, defense and settlement of such claim, provided that, only to the extent required herein within fifteen (15) 30 days after receipt of such statement or after the amount of such payment has been finally established, whichever last occurs. (3) Promptly after notification to an indemnified party with respect to any claim or legal action or other matter that may result in a Loss for which indemnification may be sought under this Section 8.02, but in any event in time sufficient for the indemnifying party to contest any action, claim proceeding or other matter that has become the subject of proceedings before any court or tribunal, such indemnified party shall give written notice of such claim, legal action or other matter to the indemnifying party and, at the request of such indemnifying party, shall furnish the indemnifying party or its counsel with copies of all pleadings and other information with respect to such claim, legal action or other matter and shall, at the election of the indemnifying party made within 60 days after receipt of such notice, permit the Indemnifying Party notifies indemnifying party to assume control of such claim, legal action or other matter (to the Indemnified Party extent only that such claim, legal action or other matter relates to a Loss for which the indemnifying party is liable), including the determination of all appropriate actions, the negotiation of settlements on behalf of the indemnified party, and the conduct of litigation, through attorneys of the indemnifying party's choice; provided, however, that no such settlement can result in any liability or cost to the indemnified party without its election to so assume full controlconsent. In the event of such an election by the Indemnifying Party does elect indemnifying party to so assume control, (aA) any expense incurred by the indemnified party thereafter for investigation or defense of the matter shall be borne by the indemnified party, and (B) the Indemnified Party indemnified party shall be entitled give all reasonable information and assistance, other than pecuniary, that the indemnifying party shall deem necessary to participate in the response to such claim and to employ counsel at its own expense to assist in the handling proper defense of such claim, (b) legal action, or other matter. In the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement absence of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlan election, the Indemnifying Party shall not be liable indemnified party will use its best efforts to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriatedefend, at the indemnifying party's expense, any claim, legal action or other matter to which such other party's indemnification under this Section 8.02 applies until the indemnifying party assumes such defense, and, if the indemnifying party fails to assume such defense within the time period provided above, settle the same in the indemnified party's reasonable cost and expense of discretion at the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesindemnifying party's expense.

Procedures. (i) Promptly after receipt the discovery by any person Parent Indemnitee or entity entitled to indemnification under the Agreement Company Indemnitee (the "each, an “Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement”) of any civilLoss or Losses, criminalclaim or breach, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek that might give rise to indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party that is obligated to provide such indemnification under this Agreement (the "“Indemnifying Party"”) a certificate (a “Claim Certificate”) that: (A) 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 is entitled to indemnification pursuant to this Agreement; and (B) 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 claim in writing. No failure item is related and, to so notify the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder. (ii) If the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except objects to the extent that it can demonstrate damages indemnification of an Indemnified Party in respect of any claim or prejudice attributable to such failure. Except as provided claims specified in Section 13.2any Claim Certificate, the Indemnifying Party shall be entitled deliver a written notice to have sole control over such effect to the response to, defense and settlement of such claim, provided that, Indemnified Party within fifteen thirty (1530) days after receipt by the Indemnifying Party of such written noticeClaim Certificate. Thereafter, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall be entitled attempt in good faith to participate in agree upon the response to such claim and to employ counsel at its own expense to assist in rights of the handling respective parties within thirty (30) days of receipt of such claim, (b) Claim Certificate with respect to each of such claims to which the Indemnifying Party shall obtain the prior written approval of has objected. If the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into and the Indemnifying Party agree with respect to any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against claims, the Indemnified Party, Party and (c) the Indemnifying Party shall promptly reimburse prepare and sign a memorandum setting forth such agreement and, if applicable, an instruction to the Escrow Agent. Should the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by and the Indemnifying Party fail to the Indemnified Party of its election agree as to assume full controlany particular item or items or amount or amounts, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who then either party shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party entitled to pursue its available remedies for such costs and expensesresolving its claim for indemnification.

Procedures. Promptly after receipt by a Party of any person claim or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civilaction, criminaladministrative, administrative or investigative action legal proceeding, or proceeding involving a claim, in respect of investigation as to which the Indemnified Party will seek indemnification pursuant to the Agreementindemnity provided for in this Article 17 may apply, the Indemnified Party shall promptly notify provide notice thereof to the party that is obligated to provide such indemnification (the "Indemnifying Party") ; provided that a delay in providing such notice shall limit the obligations of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except only to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, delay actually prejudices the ability of the Indemnifying Party to contest the claim or defend the proceeding. The Indemnifying Party shall be entitled assume the defense thereof with counsel designated by such Party and satisfactory to have sole control over the response toIndemnified Party, defense provided, however, if the defendants in any such action include both the Indemnified Party and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) and the Indemnified Party shall reasonably conclude that there may be entitled legal defenses available to participate in the response it which are different from or additional to, or inconsistent with, those available to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to select and defend the claim in such manner as it may deem appropriatebe represented by separate counsel, at the reasonable cost and Indemnifying Party’s expense. If an Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may contest, settle, or pay such claim , at the expense of the Indemnifying Party, who shall provided, however, that settlement or full payment of any such claim may be bound by any settlement. The made only following consent of the Indemnifying Party shall promptly reimburse or, absent such consent, written opinion of the Indemnified Party for Party’s counsel that such costs and expensesclaim is meritorious or otherwise warrants settlement.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") Person of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or administrative proceeding involving a claim, in respect of which the Indemnified Party Person will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party Person shall promptly notify provide to the party that or parties from whom indemnification is obligated sought (each, an "Indemnifying Party" and, collectively, the "Indemnifying Parties") a written notice specifying the nature of the claim and the amount or estimated amount thereof and giving notice of any fact upon which such Indemnified Party intends to base a claim for indemnification hereunder. Any failure by the Indemnified Person to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party notice shall not relieve the Indemnifying Party of its obligations under from any liability that it may have to the Agreement Indemnified Person except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of materially prejudiced by such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, failure. (a) the Indemnified The Indemnifying Party shall be entitled to participate in the response defense of such action and to assume control of such defense with counsel reasonably acceptable to the Indemnified Person; provided, however, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, ; (bii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) Person before entering into any settlement of such claim or ceasing to defend against such claim if claim, if, pursuant to or as a result of such settlement or cessation cessation, injunctive or other equitable relief would cause injunctive relief to be imposed against the Indemnified PartyPerson or would otherwise restrict the future activity or conduct of the Indemnified Person, and which approval shall not be unreasonably withheld; and (ciii) the Indemnifying Party shall promptly reimburse not consent to the Indemnified Party for entry of any legal expenses reasonably incurred judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party Person of a release from all liability in connection with the defense respect of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. . (b) After written notice by the Indemnifying Party to the Indemnified Party Person of its election to assume full controlcontrol of the defense of any such action, the Indemnifying Party shall not not, except where there may be specific defenses available to it that are different from or additional to those available to the Indemnifying Party or that such claim involves or could have an effect upon matters beyond the scope of the indemnity agreement contained in Section 10.01 above, be liable to the such Indemnified Party Person hereunder for any further legal expenses Legal Expenses subsequently incurred by such Indemnified Party Person in connection with the defense thereof. In such case, only that portion of that claim. such Legal Expenses reasonably related to matters covered by Section 10.01 shall be borne by the Indemnifying Parties. (c) If the Indemnifying Party does not assume sole control over of the response to defense of such claim as provided in this Sectionclaims by promptly notifying the Indemnified Person of such assumption, the Indemnifying Party may participate in such response and the Indemnified Party Person shall have the right to respond to and defend the such claim in such manner as it may deem appropriate, appropriate at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The and the Indemnifying Party shall will promptly reimburse the Indemnified Person therefor in accordance with the terms hereof; provided that the Indemnified Party for shall not settle such claim without first obtaining the written consent of the Indemnifying Parties, which consent shall not be unreasonably withheld. The reimbursement of fees, costs and expensesexpenses required by this Section 10.03 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (d) No claim for indemnification hereunder shall be made by an Indemnified Party in respect of a material breach by an Indemnifying Party of any provision of this Agreement that is capable of being cured until such breaching party shall have had a ten (10) day period from the date of such breach or alleged breach in which to cure such breach, provided that the Indemnified Party is not materially prejudiced thereby.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the this Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the this Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.214.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, : (ai) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (bii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (ciii) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the "Indemnified Party") of notice of a claim“Claim”), or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving but a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party’s rights or the Indemnifying Party of its indemnifying party’s obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party’s ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 10.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner as Claim with counsel selected by it may deem appropriateat the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by any settlement. The Indemnifying Party have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall promptly reimburse the Indemnified Party for cooperate in good faith with respect to such costs and expensesClaim.

Procedures. Promptly 14.4.1 Within [thirty (30) days] after the receipt by either party of notice of (a) any person claim or entity entitled (b) the commencement of any action or proceeding which may entitle such party to indemnification under the Agreement this Section, such party (the "Indemnified Party") of notice of a claim, or of shall give the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this Section 14.4.1 shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled unless such failure has materially prejudiced the Indemnifying Party's ability to have sole control over defend the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, claim or litigation. 14.4.2 If the Indemnifying Party notifies assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom; however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate, at its expense, in connection with the defense of such claim prior or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. 14.4.3 If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses's consent.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under (a) In the Agreement event that a Party (the "“Indemnified Party"”) of notice of shall assert any claim which could give rise to a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek right to indemnification pursuant to Section 7.2 or Section 7.3 from the Agreementother Party (the “Indemnifying Party”), the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") within a reasonable time after learning of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, and shall extend to the Indemnifying Party notifies the opportunity to compromise or defend against such claim, at the Indemnifying Party’s sole expense and by its own legal counsel. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or defense against any such asserted claim. In connection with the defense of any claim, each party shall make available to the party controlling the defense any books, records or other documents within its control that are necessary or appropriate for such defense. No effort to recover Damages related to such claim shall be made by the Indemnified Party pursuant to Section 7.2 or Section 7.3 while such defense is still being made until the earlier of its election to so assume full control. In (i) the event resolution of said claim by the Indemnifying Party does elect to so assume controlwith the claimant, or (aii) the termination of the defense by the Indemnifying Party against such claim. The Indemnified Party shall be entitled shall, at its option and expense, have the right to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) any defense undertaken by the Indemnifying Party shall obtain with legal counsel of its own selection. No settlement or compromise of any claim which may result in Damages may be made by the Indemnifying Party without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such claim or ceasing unless prior to defend against such claim if such settlement or cessation would cause injunctive relief compromise the Indemnifying Party acknowledges in writing its obligation to be imposed against pay in full the amount of the settlement or compromise and all associated expenses. (b) If an Indemnified Party asserts the existence of any claim which could give rise to a right to indemnification pursuant to Section 7.2 or Section 7.3, the Indemnified Party shall give written notice to the Indemnifying Party of the nature and amount of the claim asserted. If the Indemnifying Party, within a period of thirty (30) days after the receipt of such notice by the Indemnified Party, shall give written notice to the Indemnifying Party announcing such party’s intention to contest such assertion of the Indemnified Party, then the contested assertion of such claim shall be settled by arbitration to be held in Atlanta, Georgia in accordance with the commercial arbitration rules of the American Arbitration Association then applicable. The determination of the arbitrator(s) shall be delivered in writing to the Parties and shall be final, binding and conclusive upon all of the Parties hereto, and the amount of the Damages, if any, determined to exist by the arbitrator(s) shall be deemed established. (c) The Indemnified Party and the Indemnifying Party shall promptly reimburse may agree in writing, at any time, as to the Indemnified Party for any legal expenses reasonably incurred by existence and amount of Damages, and, upon the Indemnified Party in connection with the defense execution of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to agreement such claim. After notice by the Damages shall be deemed established. (d) The Indemnifying Party agrees to pay in cash the amount of each finally established claim for Damages under Section 7.2 or Section 7.3 to the Indemnified Party of its election within five (5) Business Days after the establishment thereof in accordance with this Section 7.4. Any amounts not paid by Sellers when due under this Section 7.4(d) shall bear interest from the due date thereof until the date paid at a rate equal to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensestwo percent (2%) per annum.

Procedures. Promptly after receipt by any person or entity entitled (a) If an event giving rise to indemnification under this Agreement occurs or is alleged and the Agreement party or parties entitled to receive the benefits of the indemnification provisions hereunder (the "Indemnified Aggrieved Party") of notice of asserts that a claim, party or of parties has become obligated to the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Aggrieved Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification Section 9.1 hereof (the "Indemnifying Party"), or if any suit, action, investigation, claim or proceeding (each a "Claim") is begun, made or instituted as a result of such claim in writing. No failure to so notify 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 such Aggrieved Party has actual knowledge of any Claim as to which indemnity may be sought; provided, however, that the failure of any Aggrieved Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under the Agreement this Section 9.2 except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled 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 have sole the Aggrieved Party, to assume control over of the response todefense (or otherwise contest or protect the Aggrieved Party against any such Claim) of any Claim by counsel of the Indemnifying Party's choice, defense and settlement of provided, however, such claim, provided that, within fifteen (15) days after receipt of such written notice, counsel is reasonably satisfactory to the Buyer. Failure by the Indemnifying Party notifies to notify the Indemnified Aggrieved Party of its election to so assume full control. In 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 event Indemnifying Party, shall be deemed a waiver by the Indemnifying Party does elect of its right to so assume controldefend such Claim. If the Indemnifying Party assumes the defense of any such Claim, (a) the Indemnified obligations of the Indemnifying Party as to such Claim shall be entitled limited to participate taking all steps necessary in the response to defense or settlement of such claim Claim resulting therefrom and to employ counsel 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 own expense to assist expense, in the handling defense of such claimClaim, (b) provided that the Indemnifying Party shall obtain direct and control the prior defense of such Claim. The Indemnifying Party shall not, in the defense of such Claim resulting therefrom, consent to entry of any judgment, except with the written approval consent of the Indemnified 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. (which approval b) If the Indemnifying Party shall not be unreasonably withheld or delayed) before entering into assume the defense of any settlement of such claim or ceasing to Claim resulting therefrom, the Aggrieved Party may defend against such claim if Claim in such settlement 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 cessation would cause injunctive relief shall deliver to be imposed against the Indemnified Aggrieved Party a surety bond in form and substance reasonably -61- 69 satisfactory to the Aggrieved Party, but not for more than the amounts required pursuant to Section 9.1, the Aggrieved Party may settle such Claim on such terms as it may deem appropriate, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for any the amount of all expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Aggrieved Party in connection with the defense against or settlement of such claim prior Claim to the Indemnified Party's receipt extent provided in Section 9.1 hereof. If no settlement of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlClaim is made, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Aggrieved Party for the amount of any judgment rendered with respect to such costs Claim and of all expenses, legal or otherwise, incurred by the Aggrieved Party in the defense against such Claim, to the extent so required pursuant to Section 9.1 hereof.

Procedures. (a) Promptly (and in any event within 10 days after receipt by the service of any person citation or entity entitled to indemnification under summons) after acquiring knowledge of any Claim for which one of the Agreement Parties hereto (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will may seek indemnification pursuant to the Agreement, the Indemnified against another Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure pursuant to so notify this Article XII, the Indemnified Party shall give written notice thereof to the Indemnifying Party Party. Failure to provide notice shall not relieve the Indemnifying Party of its obligations under the Agreement this Article XII except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the demonstrates actual damage caused by that failure. The Indemnifying Party notifies shall have the right to assume the defense of any Claim with counsel reasonably acceptable to the Indemnified Party upon delivery of its election notice to so assume full controlthat effect to the Indemnified Party. In the event If the Indemnifying Party does elect to so assume controlParty, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior after written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against notice from the Indemnified Party, and (c) fails to take timely action to defend the Indemnifying Party shall promptly reimburse action resulting from the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlClaim, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriateaction resulting from the Claim by counsel of its own choosing, but at the reasonable cost and expense of the Indemnifying Party. Except as provided in Section 12.01 with regard to ▇▇▇▇▇ ▇▇▇▇▇▇▇, who the indemnified Party shall be bound by have the right to settle or compromise any settlementClaim against it, and, as the case may be, recover from the Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice thereof to the Indemnifying Party and the Indemnifying Party has failed to take timely action to defend the same. The Indemnifying Party shall promptly reimburse have the right to settle or compromise any claim against the Indemnified Party without the consent of the Indemnified Party provided that the terms of the settlement or compromise provide for the unconditional release of the Indemnified Party and require the payment of monetary damages only. (b) Upon its receipt of any amount paid by the Indemnifying Party pursuant to this Article XII, the Indemnified Party shall deliver to the Indemnifying Party such costs documents as it may reasonably request assigning to the Indemnifying Party any and expensesall rights, to the extent indemnified, that the Indemnified Party may have against third parties with respect to the Claim for which indemnification is being received.

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a "Claim"), but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party's obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled subject to have sole control over the response to, defense following additional terms and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, conditions: (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to and defend such Claim. (c) Anything herein to the claim in such manner as it may deem appropriatecontrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall be bound by any settlement. The Indemnifying Party have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall promptly reimburse the Indemnified Party for cooperate in good faith with respect to such costs and expensesClaim.

Procedures. Promptly after receipt Subject to Section 8.10 below, (a) The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person or entity entitled third parties that is subject to indemnification under the Agreement hereunder (the a "Indemnified PartyClaim") of notice of ), but a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify give such notice or delaying such notice shall not affect the Indemnifying Party shall relieve indemnified party's rights or the Indemnifying Party of its indemnifying party's obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failure. Except as Claim is thereby materially prejudiced and provided that such notice is given within the time period described in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, 8.1. (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake the defense or opposition to and defend such Claim with counsel selected by it. In the claim event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such manner Claim with counsel selected by it at the indemnifying party's cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). It is the intent of the parties that Sellers will continue to undertake the defense or opposition to the Actions against the Sellers with respect to the Stations or against the Companies that are pending as it may deem appropriateof the Closing, including the matters described in Section 3.13 of the Seller Disclosure Schedule. (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim, who except for Claims addressed under Section 8.10; (ii) the indemnifying party shall be bound not, without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any settlement. The Indemnifying Party Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall promptly reimburse have the Indemnified Party for right to consult with the indemnifying party and its counsel concerning such costs Claim and expensesthe indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim.

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which If the Indemnified Party will seek receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the Indemnifying Party and believes in good faith that the Indemnifying Party may be obligated to provide indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify give the party that is obligated to provide such indemnification Indemnifying Party written notice (the "Indemnifying PartyIndemnification Notice") of thereof setting forth in reasonable detail such claim in writing. No information with respect to such suit, action, claim, proceeding or investigation as the Indemnified Party shall then have, but the failure to so notify give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under any liability that it may have to the Agreement Indemnified Party, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled have been materially prejudiced in its ability to have sole control over defend the response tosuit, defense and settlement of such action, claim, provided that, within fifteen (15) days after proceeding or investigation for which such indemnification is sought. Upon receipt of such written noticean Indemnification Notice, the Indemnified Party and the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) may agree that the Indemnifying Party shall obtain assume the prior written approval defense of such suit, action, claim, proceeding or investigation upon such terms as they shall agree. If the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against and the Indemnified Party, and (c) Indemnifying Party agree that the Indemnifying Party shall promptly reimburse assume the defense of any suit, action, claim, proceeding or investigation for which it is called upon to indemnify the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior pursuant to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlthis article, the Indemnifying Party shall not be liable to settle or compromise such suit, action, claim, proceeding or investigation without the prior written consent of the Indemnified Party for unless there is no finding or admission of any further legal expenses incurred violation of law by such the Indemnified Party, and the sole relief provided is monetary damages covered in full by the Indemnifying Party. If the Indemnified Party in connection with and the Indemnifying Party agree that the Indemnifying Party shall assume the defense of that any suit, action, claim. If , proceeding or investigation for which it is called upon to indemnify the Indemnifying Indemnified Party does not assume sole control over the response pursuant to such claim as provided in this Sectionarticle, the Indemnifying Party may participate in such response and shall keep the Indemnified Party reasonably informed of the events of any applicable suit, action, claim, proceeding or investigation. If requested by the Indemnifying Party, the Indemnified Party shall have cooperate to the right extent reasonably requested in the defense or prosecution of any suit, action, claim, proceeding or investigation for which such Indemnifying Party is called upon to respond indemnify the Indemnified Party pursuant to this article. The amount of any Loss indemnifiable pursuant to this article shall be reduced by: the value of any benefit (other than any insurance benefit from the insurance policies) realized, directly or indirectly, in any jurisdiction by the Indemnified Party as a result of such Loss; the amount of any insurance proceeds received by the Indemnified Party in respect of such Loss. If such proceeds are received by the Indemnified Party following an indemnification payment in respect of the relevant Loss, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the lesser value of: the amount of such proceeds; and defend the claim in such manner as it may deem appropriate, at amount of the reasonable cost and expense of indemnification payment made by the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse not pay the Indemnified Party any indemnification related to the missing profit or indirect damage. Neither Party shall be indemnified more than once for such costs the same Loss. The Contracting Authority shall not hold responsible the Concessionaire for any Loss that may have been caused by events, actions or omissions occurring prior to the date of the Site Handback. Such articles, from 16.1 to 16.14 shall remain in force even after (3) three years after this Agreement Closure Date and expensesregardless of its termination, one Party shall request the amounts owed to the other Party pursuant to this article, in accordance with this Agreement, within a term of (3) three years from the Agreement Closure Date.

Procedures. Promptly after receipt by a party hereto of notice of any person or entity entitled claim which could give rise to a right to indemnification under the Agreement pursuant to Section 10.2 or Section 10.3, such party (the "Indemnified Party") of notice of a claim, or of shall give the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") of such written notice describing the claim in writingreasonable detail. No The failure of an Indemnified Party to so notify give notice in the Indemnifying Party manner provided herein shall not relieve the Indemnifying Party of its obligations under the Agreement this Article, except to the extent that it can demonstrate damages such failure to give notice materially prejudices the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall have the right, at its option, to compromise or prejudice attributable to defend, at its own expense and by its own counsel, any such failurematter involving the asserted liability of the party seeking such indemnification. Except as provided in Section 13.2, If the Indemnifying Party shall be entitled undertake to have sole control over the response tocompromise or defend any such asserted liability, defense it shall promptly (and settlement of such claim, provided that, within fifteen in any event not less than ten (1510) days after receipt of such written the Indemnified Party's original notice) notify the Indemnified Party in writing of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party notifies and its counsel in the compromise or defense against any such asserted liability. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party (i) elects not to compromise or defend the asserted liability, (ii) fails to notify the Indemnified Party of its election to so assume full control. In compromise or defend as herein provided, (iii) fails to admit its obligation to indemnify under this Agreement with respect to the event claim, or, (iv) if in the reasonable opinion of the Indemnified Party, the claim could result in the Indemnified Party becoming subject to injunctive relief or relief other than the payment of money damages that could materially adversely affect the ongoing business of the Indemnified Party in any manner, the Indemnified Party shall have the right, at its option, to pay, compromise or defend such asserted liability by its own counsel and its reasonable costs, expenses, and any payment made therewith shall be included as part of the indemnification obligation of the Indemnifying Party does elect hereunder. Notwithstanding the foregoing, the Indemnified Party may not settle or compromise any claim without consent of the Indemnifying Party. The Indemnified Party shall have at all times the right to so assume controlparticipate fully in the defense, at its own expense, provided, however, that the Indemnifying Party shall pay the legal fees of one counsel for the Indemnified Party if the Indemnified Party has been advised by counsel that there would be a conflict of interest in having the same counsel represent the Indemnified Party and the Indemnifying Party. In connection with the defense of any claim, each party shall make available to the party controlling the defense any books, records or other documents within its control that are necessary or appropriate for such defense; provided, however, any such books, records or other documents which are made available hereunder shall be held in strict confidence by the receiving party and such disclosure obligation shall apply only to the extent that such books, records or other documents relate to the Products. Notwithstanding anything to the contrary in this Section 10.4, (a) the Indemnified Party party conducting the defense of a claim shall be entitled (i) keep the other party informed on a reasonable and timely basis as to participate the status of the defense of such claim (but only to the extent such other party is not participating jointly in the response to such claim and to employ counsel at its own expense to assist in the handling defense of such claim), and (ii) conduct the defense of such claim in a prudent manner, and (b) the Indemnifying Party shall obtain not cease to defend, settle or otherwise dispose of any claim without the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenseswithheld).

Procedures. (a) Promptly after the receipt by any person or entity entitled to indemnification under the Agreement party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. So long as notice is given in accordance with the respective provisos in Sections 16.1 and 16.3, the failure to give the Indemnifying Party of its obligations timely notice under this clause shall not preclude the Agreement except Indemnified Party from seeking indemnification from the Indemnifying Party unless and to the extent that it can demonstrate damages such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or prejudice attributable to such failure. Except as provided in Section 13.2, litigation. (b) If the Indemnifying Party shall be entitled assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to have sole control over the response toIndemnified Party, defense and settlement the obligations of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim if or litigation resulting therefrom; however, the Indemnified Party may participate, at its or his expense, in the defense of such settlement claim or cessation would cause injunctive relief litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. If the Indemnified Party reasonably concludes that it may have defenses or other interests different from or in conflict with those of the Indemnifying Party, it may require the Indemnifying Party to be imposed against provide for (at the Indemnifying Party's expense) separate counsel for the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred such counsel to be selected by the Indemnified Party, subject to the reasonable approval of the Indemnifying Party. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense at no out-of-pocket cost to itself. The Indemnifying Party shall not, in the defense of such claim prior or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party's receipt , or enter into any settlement, except with the written consent of the Indemnifying Indemnified Party's notice of its election to assume full control over , which does not include as an unconditional term thereof the response to such claim. After notice giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party of its election to assume full control, a release from all liability in respect of such claim or litigation. (c) If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against such costs claim or litigation. If both parties shall agree to the terms of any settlement of such claim or litigation, the Indemnifying Party shall promptly pay such settlement in accordance therewith. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. Promptly after receipt The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by any person third parties or entity entitled other circumstances that could give rise to an indemnification obligation hereunder against the indemnifying party (a "Claim"), but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification under and the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, indemnifying party's obligation to indemnify as set forth in respect of which the Indemnified Party will seek indemnification pursuant to the this Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages the indemnifying party's ability to remedy, contest, defend or prejudice attributable settle with respect to such failureClaim is thereby prejudiced. Except as provided in Section 13.2, The obligations and liabilities of the Indemnifying Party parties with respect to any Claim shall be entitled subject to have sole control over the response to, defense following additional terms and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, conditions: (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party The indemnifying party shall have the right to respond undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (b) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within twenty (20) days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or oppose, the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and defend for the claim in account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such manner as it may deem appropriateClaim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, at the reasonable its own cost and expense expense, to participate in the defense, opposition, compromise or settlement of the Indemnifying PartyClaim; (ii) the indemnifying party shall not, who without the indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such Claim; and (iii) in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel or other representatives concerning such Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim. (d) All claims not disputed shall be bound paid by the indemnifying party within thirty (30) days after receiving notice of the Claim. "Disputed Claims" shall mean claims for Damages by an indemnified party, which the indemnifying party objects to in writing within thirty (30) days after receiving notice of the Claim. In the event there is a Disputed Claim with respect to any settlementDamages, the indemnifying party shall be required to pay the indemnified party the amount of such Damages for which the indemnifying party has, pursuant to a final determination, been found liable within ten (10) days after there is a final determination with respect to such Disputed Claim. The Indemnifying Party A final determination of a Disputed Claim shall promptly reimburse be (i) a judgment of any court determining the Indemnified Party for validity of a Disputed Claim, if no appeal is pending from such costs judgment and expensesif the time to appeal therefrom has elapsed; (ii) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award and if the time within which to move to set aside such award has elapsed; (iii) a written termination of the dispute with respect to such claim signed by the parties thereto or their attorneys; (iv) a written acknowledgment of the indemnifying party that it no longer disputes the validity of such claim; or (v) such other evidence of final determination of a disputed claim as shall be acceptable to the parties. No undertaking of defense or opposition to a Claim shall be construed as an acknowledgment by such party that it is liable to the party claiming indemnification with respect to the Claim at issue or other similar Claims.

Procedures. Promptly after receipt by any person or entity In the event of a claim with respect to which a Party is entitled to indemnification under the Agreement hereunder, such party (the "Indemnified Party") shall notify the other party ("Indemnifying Party") in writing as soon as practicable, but in no event later than fifteen (15) Days after receipt of such claim; provided that a delay in giving such notice shall not preclude the Indemnified Party from seeking indemnification hereunder if such delay has not materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (by counsel of its own choosing and reasonably satisfactory to the Indemnified Party) and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement and the reasonable out-of-pocket expenses incurred by the Indemnified Party in cooperating with the Indemnifying Party), subject to the limitations on settlement described in Paragraphs 22.6.1 and 22.6.2 below. If the Indemnifying Party, within a reasonable time after notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which fails to defend the Indemnified Party will seek indemnification pursuant to the AgreementParty, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in undertake the response to such claim and to employ counsel at its own expense to assist in the handling of such claimdefense, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld compromise or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against at the Indemnified expense of, for the account and at the risk of the Indemnifying Party, and (c) . Upon the assumption by the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with of the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in settle or compromise such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriatesees fit; provided, at however, that anything in this Paragraph to the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.contrary notwithstanding:

Procedures. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "an Indemnified Party") Party of notice of the commencement of any claim or suit for which indemnification may be available pursuant here to, such Indemnified Party shall, if a claimclaim in respect thereof is to be made against any Indemnifying Party hereunder, or deliver to the Indemnifying Party a written notice of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which thereof; but the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party it of its obligations liability under the Agreement this Article IX except to the extent that it can demonstrate damages or prejudice attributable to the Indemnifying Party is prejudiced by such failure. Except as provided in Section 13.2The Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party shall be entitled so desires to have sole assume control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses defense thereof with counsel mutually reasonably incurred by the Indemnified Party in connection with the defense of such claim prior satisfactory to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control; provided, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of however, that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for the Indemnified Party to and defend be paid by the claim indemnifying party, if, in such manner as it may deem appropriate, at the reasonable cost and expense opinion of counsel retained by the Indemnifying Party, who the representation by such counsel of the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party shall be bound cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by any settlementthe Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to Indemnified Party which relates to such action or claim. The Indemnifying Party shall promptly reimburse keep the Indemnified Party reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of any judgment or enter any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such costs claim or litigation. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Section 9.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and expenseswhen bills are received and payment therefor is due.

Procedures. (a) All claims for indemnification by any party entitled to make such claim hereunder (or any of their affiliated parties (each an "INDEMNIFIED PERSON")) pursuant to this Article X shall be made in accordance with the provisions of this Article X and, to the extent applicable, the Escrow Agreement. Promptly after receipt by any person or entity entitled to indemnification under the Agreement (the "Indemnified Party") Person of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party Person will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party Person shall promptly notify the party that is obligated to provide such indemnification Stockholders Representative (as defined below),the Parent or the Surviving Corporation, as the case may be, (the "Indemnifying PartyINDEMNIFYING PARTY") of such claim thereof in writing. No , but any failure to so notify the an Indemnifying Party shall not relieve it from any liability that it may have to the Indemnifying Party of its obligations under the Agreement Indemnified Person except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of materially prejudiced by such claim, provided that, within fifteen (15) days after receipt of such written notice, the failure. The Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response defense of such action and to assume control of such defense with counsel reasonably acceptable to the Indemnified Person; PROVIDED, HOWEVER, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, ; (bii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) Person before entering into any settlement of such claim or ceasing to defend against such claim if claim, if, pursuant to or as a result of such settlement or cessation cessation, injunctive or other equitable relief would cause injunctive relief to be imposed against the Indemnified Party, and Person or would otherwise restrict the future activity or conduct of the Indemnified Person; and (ciii) the Indemnifying Party shall promptly reimburse not consent to the Indemnified Party for entry of any legal expenses reasonably incurred judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party Person of a release from all liability in connection with the defense respect of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. . (b) After written notice by the Indemnifying Party to the Indemnified Party Person of its election to assume full controlcontrol of the defense of any such action, the Indemnifying Party shall not not, except as otherwise provided, be liable to the such Indemnified Party Person hereunder for any further legal expenses Legal Expenses subsequently incurred by such Indemnified Party Person in connection with the defense of that claimthereof. If the Indemnifying Party does not assume sole control over of the response to defense of such claim as provided in this Sectionclaims by promptly notifying the Indemnified Person of such assumption, the Indemnifying Party may participate in such response and the Indemnified Party Person shall have the right to respond to and defend the such claim in such manner as it may deem appropriate, appropriate at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The and the Indemnifying Party shall will promptly reimburse the Indemnified Party for such Person therefor in accordance with the terms hereof. The reimbursement of fees, costs and expensesexpenses required by this Section 10.03 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (c) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is hereby appointed as representative (the "Stockholders Representative") for and on behalf of the Stockholders to take all actions necessary or appropriate in the judgment or appropriate in the judgment of the Stockholders Representative for the accomplishment of the terms of this Agreement and the Escrow Agreement. No bond shall be required of the Stockholders Representative and he shall receive no compensation for his services. Notices of communications to or from the Stockholders Representative shall constitute notice to or from each of the Stockholders. If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dies or is otherwise no longer willing or able to serve as the Stockholders Representative, a new Stockholders Representative shall be chosen by Stockholders holding a majority of the Merger Shares. It is understood that the Stockholder Representative shall not have any voting rights with respect to the Company Stock, other than with respect to such shares owned by him. The Stockholders Representative shall not be liable for any act done or omitted in such capacity while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Any decision, act, consent or instruction of the Stockholders Representative shall constitute a decision of all and shall be final, binding and conclusive upon every Stockholder. The Escrow Agent, Parent and Merger Sub may rely upon any decision, act, consent or instruction of the Stockholders Representative. The Escrow Agent, Parent and Merger Sub are hereby relieved from any liability to any person for acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Representative.

Procedures. Promptly after receipt by any person or entity entitled Each party claiming a right to ---------- indemnification under the Agreement this Article VI (the "Indemnified Party") of shall give ---------- notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide from whom such indemnification is or may be sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnification may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim in writingand any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. No The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually and materially prejudices the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except Party's ability to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of defend against such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full controlaction or proceeding. In the event that the Indemnifying Party does elect elects to so assume controlthe defense in any action or proceeding, (a) the an Indemnified Party shall be entitled have the right to employ separate counsel in any such action or proceeding and to participate in the response to defense thereof, but such claim Indemnified Party shall pay the fees and to employ counsel at its own expense to assist in the handling expenses of such claim, separate counsel unless (bi) the Indemnifying Party shall obtain has agreed to pay such fees and expenses, (ii) any relief other than the prior written approval payment of money is sought against the Indemnified Party or (which approval shall not be unreasonably withheld iii) the named parties to any such action or delayedproceeding (including any impleaded parties) before entering into any settlement of include such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against Indemnified Party and the Indemnified Indemnifying Party, and (c) such Indemnified Party shall have been advised by counsel that there is a conflict of interest between such Indemnified Party and the Indemnifying Party shall promptly reimburse in the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with conduct of the defense of such claim prior action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the Indemnified Party's receipt expense of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to assume the Indemnified Party for any further legal expenses incurred by defense of such action or proceeding on such Indemnified Party's behalf, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the defense same general allegations or circumstances, be liable for the reasonable fees and expenses of that claimmore than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be designated in writing by the applicable Indemnified Parties). If the Indemnifying Party does elects not assume sole control over the response to defend, or if, after commencing or undertaking any such claim as provided in this Sectiondefense, the Indemnifying Party may participate in fails to prosecute or withdraws from such response and defense or fails to appeal any Judgment adverse or unfavorable to the Indemnified Party, the Indemnified Party shall have the right to respond to and defend undertake the claim in such manner defense, settlement or appeal thereof (as it the case may deem appropriatebe), at the reasonable cost Indemnifying Party's expense. If the Indemnified Party assumes the defense of any such claim, investigation, action, suit, hearing or proceeding pursuant to this Section 6.03 and expense of proposes ------------ to settle the same prior to a final judgment thereon or to forgo or abandon any appeal available after final judgment thereon, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Party, who shall be bound by any settlement's expense. The Indemnifying Party shall promptly reimburse not, without written consent of such Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such claim, investigation, action, suit, hearing or proceeding (i) in which any relief other than the payment of money damages is or may be sought against such Indemnified Party for or (ii) which does not include as an unconditional term thereof the giving by the claimant, Person conducting such costs investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such claim, investigation, action, suit or proceeding and expensesall other claims or causes of action (known or unknown) arising or which might arise out of the same facts.

Procedures. (a) Promptly after the receipt by any person or entity entitled to party seeking indemnification under the Agreement hereunder (the "Indemnified PartyINDEMNIFIED PARTY") of notice of a claim, (a) any claim or of (b) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Article 13, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party such party shall promptly notify give the party that is obligated to provide such from whom indemnification may be sought (the "Indemnifying PartyINDEMNIFYING PARTY") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim; provided, that failure to give such notice shall relieve not affect the obligations of the Indemnifying Party of its obligations under the Agreement hereunder, except to the extent that it can demonstrate damages such failure materially prejudices the Indemnifying Party's defense or prejudice attributable response to such failure. Except as provided in Section 13.2, action or proceeding. (b) If the Indemnifying Party shall be entitled assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to have sole control over the response toIndemnified Party, defense and settlement the obligations of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps reasonably necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against holding the Indemnified PartyParty harmless from and against any losses, damages and (c) liabilities caused by or arising out of any settlement approved by the Indemnifying Party shall promptly reimburse or any judgment in connection with such claim or litigation resulting therefrom. At its expense, however, the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party may participate in connection with the defense of such claim prior to or litigation, provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, except with the written consent of the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to , enter into any settlement, if such claim. After notice by the Indemnifying Party to settlement does not release the Indemnified Party of its election from all liabilities and obligations with respect to assume full control, such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party. (c) If the Indemnifying Party shall not be liable to assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to may, but shall have no obligation to, defend against such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim or litigation in such manner as it may deem appropriate, at and the reasonable cost and expense of Indemnified Party may compromise or settle such claim or litigation without the Indemnifying Party, who shall be bound by any settlement's consent. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such costs claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. Promptly after receipt by In the event any person third party asserts any claim in respect to any matter to which the indemnification in Sections 11.03 or entity entitled to indemnification under 11.04 relates, the Agreement party against whom the claim is asserted (the "Indemnified Party") of notice of a shall not make any admission concerning such claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party but shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") ), of the claim, and the Indemnifying Party shall be entitled, but not obliged, to manage and control, at its sole expense, the defense of the claim and its settlement. The benefit of any indemnity by the Indemnifying Party under this Agreement in respect of any claim shall not apply to the Indemnified Party if any admission made by such claim in writing. No party or any failure by such party to so notify the Indemnifying Party shall relieve of the claim materially prejudices the defense of such claim. If the Indemnifying Party of its obligations under the Agreement except elects to defend such claim, it shall give prompt notice to the extent that it can demonstrate damages or prejudice attributable Indemnified Party. If the Indemnifying Party does not give such notice and does not proceed diligently to such failure. Except as provided in Section 13.2defend the Indemnified Party within twenty (20) days after receipt of notice of the claim, the Indemnifying Party shall be entitled to have sole control over the response to, bound by any defense and or settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies made by the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party and shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal its Losses and expenses reasonably incurred by related to the defense or settlement of the third party claim. If the Indemnifying Party elects to defend the claim and gives notice to the Indemnified Party and proceeds diligently to defend the Indemnified Party, then the Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior consent of the Indemnifying Party. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in connection with all reasonable respects in the defense of such a third party claim prior to the Indemnified Party's receipt of which is being managed and controlled by the Indemnifying Party's notice . The Indemnified Party may, at its option and expense, be represented by counsel of its election to assume full control over the response to own choice in any action or proceeding arising out of such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control; provided, however, the Indemnifying Party shall not be liable to for any litigation costs or expenses incurred, without its consent, by the Indemnified Party for any further legal expenses incurred by where such Indemnified Party in connection with action or proceeding is under the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense management of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly after receipt by any person or entity entitled to When a party seeking indemnification under the Agreement Section 8.2 or 8.3 (the "Indemnified Party") of receives notice of a any action, suit, proceeding, claim, demand or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving assessment which is likely to give rise to a claim, in respect of which the Indemnified Party will seek claim for indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify give prompt written notice thereof to the other party that is obligated to provide such indemnification (the "Indemnifying Party") reasonably describing (to the extent known) the nature of such claim in writingand the basis therefor. No failure If the Indemnified Party fails to so notify give such prompt written notice to the Indemnifying Party, the Indemnified Party shall relieve not forfeit its indemnification claim, but such indemnification claim shall be reduced by the Indemnifying amount of any additional or increased liability, cost or expense (including applicable interest and penalties) caused by the delay in giving notice. If the Indemnified Party of its obligations under the Agreement except is entitled to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2indemnification hereunder, the Indemnifying Party shall be entitled shall, at its expense, assume the complete defense of the action, suit, proceeding, claim, demand or assessment giving rise thereto, with full authority to have sole control over the response to, conduct such defense and settlement to settle or otherwise dispose of such claimthe same, provided that, within fifteen (15) days after receipt of such written notice, the except as set forth below. The Indemnifying Party notifies and the Indemnified Party will each fully cooperate with the other in the defense of its election any claim which is likely to so assume full controlgive rise to a claim for indemnification hereunder or does present such a claim. In the event the The Indemnifying Party does elect to so assume controlwill not, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain except with the prior written approval consent of the Indemnified Party (which approval consent shall not be unreasonably withheld withheld), consent to the entry of any judgment or delayed) before entering enter into any settlement in connection with such defense which does not include a release of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified PartyParty from all liability in respect thereof or does include any undertaking or agreement which causes the Indemnified Party to perform any act or to refrain from performing any act. The Indemnified Party will not, and (c) except with the prior written consent of the Indemnifying Party (which consent shall promptly reimburse not be unreasonably withheld), consent to the Indemnified Party for entry of any legal expenses reasonably incurred by the Indemnified Party judgment or enter into any settlement in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesdefense.

Procedures. Promptly after receipt by In the event any person Indemnified Party should have a claim against any Indemnifying Party under Section 11.2 that does not involve a Third Party Claim being asserted against or entity entitled sought to indemnification under the Agreement (the "be collected from such Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") deliver notice of such claim in writingwith reasonable promptness to the Indemnifying Party. No The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any of its obligations under the Agreement this Agreement, except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party demonstrates that such failure shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of materially adversely prejudiced the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over notify the response Indemnified Party within thirty (30) days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under Section 11.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 11.2 and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provided in this Sectionclaim, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right proceed in good faith to respond to and defend the claim in negotiate a resolution of such manner as dispute and, it may deem appropriatenot resolved through negotiations, at the reasonable cost and expense of the Indemnifying Party, who such dispute shall be bound resolved by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs litigation in accordance with Sections 12.6 and expenses12.7.

Procedures. 16.6.1 Promptly after the receipt by any person or entity entitled to indemnification under the Agreement either party (the "Indemnified Party") of notice of a claim, (A) any claim or of (B) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claimwhich may entitle such party to indemnification under this Section, in respect of which such party shall give the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "Indemnifying Party") written notice of such claim in writing. No failure to so notify or the commencement of such action or proceeding and shall permit the Indemnifying Party shall relieve to assume the defense of any such claim or any litigation resulting from such claim. The failure to give the Indemnifying Party of its obligations timely notice under this Section 16.6.1 shall not preclude the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, Indemnified Party from seeking indemnification from the Indemnifying Party shall be entitled with respect to have sole control over such claim or litigation, unless such failure has materially prejudiced the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, Indemnifying Party's ability to defend the claim or litigation. 16.6.2 If the Indemnifying Party notifies assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to Indemnified Party Party, the obligations of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response as to such claim and shall be limited to employ counsel at its own expense to assist taking all steps necessary in the handling of such claim, (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld defense or delayed) before entering into any settlement of such claim or ceasing litigation resulting therefrom and to holding the Indemnified Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom; provided, however, that the Indemnified Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Indemnified Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party, or enter into any settlement, except with the written consent of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. 16.6.3 If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may, but shall have no obligation to, defend against such claim if or litigation in such manner as it may deem appropriate, and the Indemnified Party may compromise or settle such claim or litigation with the Indemnifying Party's consent. The Indemnifying Party shall promptly pay any such settlement of such claim or cessation would cause injunctive relief to be imposed against litigation and shall also promptly reimburse the Indemnified PartyParty for the amount of all expenses, and (c) legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal expenses reasonably or otherwise, incurred by the Indemnified Party in connection with the defense of against such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expensesor litigation.

Procedures. Promptly after receipt by any person or entity entitled to indemnification A Party submitting an indemnity claim under the this Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement shall: (or threatened commencementa) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification other Party (the "“Indemnifying Party") ”), of such claim in writing. No failure to so notify writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that, no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its obligations under the Agreement indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2the case of the foregoing clauses (b) and (c), the Indemnifying Party shall be entitled to have sole control over not, without the response to, defense and settlement written consent of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume controlParty, compromise or settle any suit or proceeding unless such compromise or settlement (ai) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, is solely for monetary damages (b) for which the Indemnifying Party shall obtain the prior written approval of be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party Party, (which approval shall iii) does not be unreasonably withheld or delayed) before entering into acknowledge any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against fault by the Indemnified Party, and (civ) the Indemnifying Party shall promptly reimburse includes an unconditional release of the Indemnified Party for any legal expenses reasonably incurred by from all liability on claims that are the Indemnified Party in connection with the defense subject matter of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claimproceeding. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full controlHowever, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified neither Party shall have the right to respond to and defend control the claim in such manner as it may deem appropriatedefense during the initial investigation stages by a Governmental Authority, at the reasonable cost and expense of the Indemnifying Partyincluding any civil investigative demands, who shall be bound by any settlementinquiry, or, formal communications that does not involve a direct claim, suit, criminal or civil proceeding. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses(in its capacity as such) may participate in the defense at its own expense.

Procedures. Promptly after receipt If any legal action covered by any person or entity entitled to indemnification under the Agreement this Section 10 is commenced against a party (the "“Indemnified Party") of ”), prompt written notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant thereof shall be given to the Agreement, the Indemnified Party shall promptly notify the other party that is obligated to provide such indemnification (the "“Indemnifying Party") of ”). After such claim in writing. No failure to so notify the notice, if Indemnifying Party shall relieve acknowledge in writing to Indemnified Party that the Indemnifying Party right of its obligations indemnification under the this Agreement except to the extent that it can demonstrate damages or prejudice attributable applies with respect to such failure. Except as provided in Section 13.2claim, the then Indemnifying Party shall be entitled entitled, if it so elects, in a written notice delivered to have sole Indemnified Party not fewer than ten (10) Business Days prior to the date on which a response to such claim is due, to take control over of the response to, defense and settlement investigation of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel and engage attorneys of its sole choice to handle and defend same, at Indemnifying Party’s expense. Indemnified Party shall cooperate in all reasonable respects with Indemnifying Party and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom; provided, however, that Indemnified Party may, at its own expense to assist expense, participate, through its attorneys or otherwise, in the handling such investigation, trial, and defense of such claim, (b) claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by Indemnifying Party shall obtain be entered into without the prior written approval consent of the Indemnified Party (Party, which approval shall consent will not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the . After notice by Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over of the response to defense of any such claim. After notice by the Indemnifying Party to the , Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Indemnifying Party for any further legal expenses incurred thereafter by such Indemnified Indemnifying Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole full control over the response defense of a claim subject to such claim defense as provided in this Section, the Indemnifying Party may participate in such response defense, at its expense, and the Indemnified Party shall have the right to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse the Indemnified Party for such costs and expenses.

Procedures. Promptly 11.4.1 In order for a Purchaser 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 other than Seller and its Affiliates or Purchaser and its Affiliates, as the case may be, 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 such Indemnified Party of written notice of the Third Party Claim describing in reasonable detail the facts giving rise to any person claim for indemnification hereunder, the amount or entity entitled method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to indemnification provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is delivered in a reasonable time period thereafter. Except as set forth in Section 11.5.1, the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the Agreement extent that the Indemnifying Party is prejudiced by such failure. 11.4.2 The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (the "Indemnified Party"30) days of receipt of notice of a claim, or from the Indemnified Party of the commencement (or threatened commencement) of any civilsuch Third Party Claim, criminal, administrative or investigative action or proceeding involving a claim, in respect to assume the defense thereof at the expense of which the Indemnified Indemnifying Party will seek indemnification pursuant to with counsel selected by the AgreementIndemnifying Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall promptly notify have the party that is obligated right to provide such indemnification (employ separate counsel and to participate in the "Indemnifying Party") defense thereof, but the fees and expenses of such claim in writingcounsel shall be at the expense of the Indemnified Party. No failure to so notify If the Indemnifying Party shall relieve assumes the Indemnifying defense of any Third Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2Claim, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement of such claim, provided that, within fifteen (15) days after receipt of such written notice, the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) cooperate with the Indemnifying Party shall obtain in such defense and make available to the prior written approval Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party (which approval shall not be unreasonably withheld admit any liability with respect to, or delayed) before entering into any settlement of settle, compromise or discharge, or offer to compromise, settle or discharge, such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against Third Party Claim without the Indemnified Indemnifying Party, and (c) ’s prior written consent unless the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with withdraws from the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Third Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claimClaim. If the Indemnifying Party does not assume sole control over the response defense of any such claims or proceeding pursuant to this Section 11.4 and the Indemnified Party proposes to settle such claim as provided in this Sectionclaims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party may participate in such response prompt written notice thereof and the Indemnified Indemnifying Party shall have the right to respond participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel shall keep the Indemnified Party fully advised as to its conduct of such defense or settlement, and defend shall not compromise or settle such Third Party Claim without the claim in such manner as it may deem appropriate, at the reasonable cost and expense prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, includes a complete, unconditional release of the Indemnified Party from all liability with respect to such Third Party Claim, and does not constitute an acknowledgement or acceptance by the Indemnified Party of fault, culpability, or responsibility of any kind. 11.4.3 In the event any Indemnified Party should have a claim against any Indemnifying PartyParty hereunder that does not involve a Third Party Claim, who the Indemnified Party shall be bound deliver notice of such claim to the 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 may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is provided in a reasonable time period thereafter. Except as set forth in Section 11.5.1, the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by any settlementsuch failure. The Indemnifying Party shall promptly reimburse have thirty (30) days after receipt of notice of any claim pursuant to this Section to (i) agree to the amount or method of determination set forth in such claim and to pay such amount to such Indemnified Party, or (ii) provide the Indemnified Party for with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such costs claim. If the Indemnifying Party has timely delivered a Dispute Notice, the Indemnifying Party and expensesthe Indemnified Party shall, during a period thirty (30) days from the Indemnified Party’s receipt of such Dispute Notice, negotiate to achieve resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved as otherwise provided in this Agreement.

Procedures. (a) Promptly after the receipt by any person or entity Person that may be entitled to indemnification under the Agreement (the "Indemnified Party") indemnity hereunder of notice of a claimnotice, or of such person otherwise becoming aware, of (i) any claim or (ii) the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving which may give rise to a claim for indemnification hereunder, such Person (the “Aggrieved Party”) will, if a claim with respect thereto is to be made against the party or parties obligated to provide indemnification pursuant to this Article XI (the “Indemnifying Party”), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding within ten Business Days of receiving such notice or otherwise becoming aware of such claim, in respect action or proceeding. The notice to be sent by the Aggrieved Party to the Indemnifying Party pursuant to the provisions of this Section 11.2(a) shall include all information concerning the claim, action or proceeding of which the Indemnified Aggrieved Party will seek indemnification pursuant is aware (including the quantum of the claim, action or proceeding, if known) and which the Aggrieved Party, acting reasonably and in good faith, considers to the Agreement, the Indemnified Party shall promptly notify the party that is obligated to provide such indemnification (the "Indemnifying Party") of such claim in writing. No failure to so notify be required by the Indemnifying Party in order for the Indemnifying Party to evaluate such claim, action or proceeding and whether such claim, action or proceeding gives rise to an indemnification obligation of the Indemnifying Party hereunder. (b) If, following receipt of a notice from the Aggrieved Party pursuant to Section 11.2(a), the Indemnifying Party acknowledges in writing its indemnification obligation hereunder, (an “Indemnity Acknowledgement”), the Aggrieved Party hereunder shall relieve permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such claim, action or proceeding with counsel selected by the Indemnifying Party (and not reasonably objected to by the Aggrieved Party); provided, however, that if the Indemnifying Party lacks sufficient information upon which to conclude that it has an indemnification obligation hereunder with respect to the subject matter of such claim, action or proceeding, or otherwise does not assume the defense of such claim, action or proceeding, the Aggrieved Party will (i) provide the Indemnifying Party with reasonable access to the Aggrieved Party’s counsel and the files, documents and other materials relating to such claim, action or proceeding, (ii) consult with the Indemnifying Party with respect to the prosecution or defense of such claim, action or proceeding and (iii) retain control of the prosecution or defense of, and prosecute or defend, such claim, action or proceeding, with counsel selected by the Aggrieved Table of Contents Party (and not reasonably objected to by the Indemnifying Party), for a period of time not to exceed 12 months after the receipt by the Indemnifying Party of its obligations under the Agreement except to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided in Section 13.2, the Indemnifying Party shall be entitled to have sole control over the response to, defense and settlement Aggrieved Party’s notice of such claim, provided thataction or proceeding pursuant to Section 11.2(a), within fifteen and unless and until an Indemnity Acknowledgement (15) days after receipt which, for the avoidance of such written noticedoubt and subject to the provisions of Section 11.2(c)(i), must cover all Costs incurred by the Aggrieved Party prior to the assumption by the Indemnifying Party notifies the Indemnified Party of its election to so assume full control. In the event the Indemnifying Party does elect to so assume control, (a) the Indemnified Party shall be entitled to participate in the response to such claim and to employ counsel at its own expense to assist in the handling of such claim, action or proceeding) shall have been given to the Aggrieved Party prior to the expiration of such 12-month period (b) following which the Indemnifying Party, if it so elects therein, shall assume, at its own expense, the defense of any such claim, action or proceeding with counsel selected by the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (which approval shall and not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing reasonably objected to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior Aggrieved Party)). Prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice delivery by the Indemnifying Party to the Indemnified Aggrieved Party of its election an Indemnity Acknowledgment, the Aggrieved Party shall provide the Indemnifying Party with twenty Business Days’ notice prior to assume full controlsettling, compromising or consenting to the entry of judgment of any claim, action or proceeding, and shall not settle, compromise or consent to any judgment in respect of any claim during such twenty-Business Day period without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). (i) The failure of an Aggrieved Party to give notice as required by Section 11.2(a) in a timely fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure of the Aggrieved Party to give such notice in a timely fashion as required by Section 11.2(a) (except that the Indemnifying Party shall not be liable for any Costs incurred prior to the Indemnified date on which the Aggrieved Party for gave such notice). (ii) Failure by the Indemnifying Party to notify the Aggrieved Party in a timely fashion (which shall in no event be later than the end of the 12-month period referred to in Section 11.2(b)) shall not result in a waiver of its right to defend any further legal expenses incurred such action except to the extent that the Aggrieved Party is actually prejudiced by such Indemnified Party in connection with failure. (d) Following the Indemnifying Party’s election to assume the defense of that any claim. If , action or proceeding pursuant to Section 11.2(b), (i) the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the Indemnified Aggrieved Party shall have the right deliver to respond to and defend the claim in such manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party, who in a timely fashion (which shall be bound no later than 15 Business Days after the Aggrieved Party’s receipt of notice of such election), copies of all notices and documents (including court papers) received by any settlement. The the Aggrieved Party relating to such claim, action or proceeding and (ii) the Aggrieved Party shall use its reasonable best efforts to cooperate in the defense or prosecution thereof as reasonably requested by the Indemnifying Party in the context of the relevant claim, action or proceeding (including the quantum and nature of damages sought thereunder). Such cooperation shall promptly reimburse include the Indemnified retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party for of records and information that are reasonably relevant to such costs claim, action or proceeding, and expensesmaking a reasonable number of employees reasonably available on a mutually convenient basis, to provide additional information and explanation of any material provided hereunder; provided, however, that the foregoing is organized in a manner as shall not unreasonably disrupt the normal operations of the Aggrieved Party’s business having regard to the context in which such cooperation is requested and of the relevant claim, action or proceeding (including the quantum and nature of the damages sought thereunder).

Procedures. (a) Promptly after receipt the discovery of any Loss or Losses by any person or entity entitled Indemnified Party which might give rise to indemnification under the Agreement (the "Indemnified Party") of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreementhereunder, the Indemnified Party shall promptly notify deliver to the party that is obligated to provide such indemnification Stockholder Representative a certificate (the "Indemnifying Party"“Claim Certificate”), which Claim Certificate shall: (i) of state that the Indemnified Party has paid or properly accrued Losses, or anticipates that it will incur liability for Losses, for which such claim Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in writing. No failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under the Agreement except reasonable detail, to the extent that it can demonstrate damages or prejudice attributable to such failure. Except as provided available, each individual item of Loss included in Section 13.2the amount so stated, the Indemnifying date such item was paid or properly accrued, 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 the computation of the amount to which such Indemnified Party shall claims to be entitled hereunder. (b) In case the Stockholder Representative shall object to have sole control over the response toindemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, defense and settlement of such claim, provided thatthe Stockholder Representative shall, within fifteen thirty (1530) days after receipt by the Stockholder Representative of such Claim Certificate, deliver to the Indemnified Party a written noticenotice to such effect and the Stockholder Representative and the Indemnified Party shall, within the Indemnifying Party notifies thirty-day period beginning on the date of receipt by the Indemnified Party of its election such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Stockholder Representative shall have so assume full controlobjected. In If the event Indemnified Party and the Indemnifying Stockholder Representative shall succeed in reaching agreement with respect to any of such claims, the Indemnified Party does elect and the Stockholder Representative shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Stockholder Representative be unable to so assume controlagree as to any particular item or items or amount or amounts, (a) then the Indemnified Party shall be entitled to participate pursue its available remedies for resolving its claim for indemnification. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party (a “Third Party Claim”) that, in the response to judgment of such claim and to employ counsel at its own expense to assist Indemnified Party, may result in the handling incurrence by such Indemnified Party of Losses for which such claimIndemnified Party would be entitled to indemnification pursuant to this Agreement, (b) the Indemnifying such Indemnified Party shall obtain deliver to the prior Stockholder Representative a written approval notice describing in reasonable detail such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party (which approval in notifying the Stockholder Representative shall not be unreasonably withheld relieve the Stockholders of any liability or delayed) before entering into any settlement of such claim or ceasing obligations hereunder, except to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Partyextent that the Stockholders have been materially prejudiced thereby, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt of the Indemnifying Party's notice of its election to assume full control over the response then only to such claimextent. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to such claim as provided in this Section, the Indemnifying Party may participate in such response and the The Indemnified Party shall have the right in its sole discretion to respond conduct the defense of any such Third Party Claim; provided, however, that the Stockholders shall not be liable to and defend indemnify any Indemnified Party for any settlement of any such Third Party Claim effected without the claim in such manner as it may deem appropriate, at the reasonable cost and expense prior written consent of the Indemnifying PartyStockholder Representative, who which consent shall not be bound by unreasonably withheld. If any settlement. The Indemnifying Party shall promptly reimburse such action or claim is settled with the prior written consent of the Stockholder Representative, or if there be a final judgment for the plaintiff in any such action, the Indemnified Party shall be entitled to indemnification for the amount of any Loss relating thereto. (d) Claims for Losses specified in any Claim Certificate to which the Stockholder Representative did not object in writing within thirty (30) days of receipt of such costs Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 10.4(b), and expensesclaims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claims within ten (10) Business Days of the determination of the amount of any such Agreed Claims.

Procedures. Promptly after receipt by any person or entity Whenever a claim shall arise for indemnification under this Section 10.2, with the exception of claims for litigation expenses to be funded on an ongoing basis, the Person entitled to indemnification under the Agreement (the "“Indemnified Party"”) of notice of a claim, or of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative action or proceeding involving a claim, in respect of which the Indemnified Party will seek indemnification pursuant to the Agreement, the Indemnified Party shall promptly notify the party that from whom indemnification is obligated to provide such indemnification sought (the "“Indemnifying Party"”) of such claim in writingand, when known, the facts constituting the basis for such claim. No failure Failure of an Indemnified Party to so notify the give reasonably prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party shall relieve the Indemnifying Party of its Party’s obligations under the Agreement with respect thereto except to the extent that it the Indemnifying Party can demonstrate damages or actual loss and prejudice attributable to as a result of such failure. Except as provided In the event of any such claim for indemnification resulting from or in Section 13.2connection with a claim or legal proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, elect by notice to the Indemnified Party to assume the defense; provided, however, that the Indemnifying Party makes such election within 15 days after delivery of notice of claim from the Indemnified Party and agrees in writing to pay the full amount of such indemnification to the Indemnified Party. If an Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall be entitled to have sole control over select counsel satisfactory to the response toIndemnified Party and take all steps necessary in the settlement or defense thereof; provided, defense and that no settlement shall be made without the prior written consent of such claim, provided that, within fifteen (15) days after receipt the Indemnified Party unless the settlement involves only payment of such written notice, money damages by the Indemnifying Party notifies and a release of the Indemnified Party from all liability. The Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its election to so assume full controlchoice. In the event So long as the Indemnifying Party does elect to so assume controlis in good faith defending such claim or proceeding, (a) the Indemnified Party shall be entitled to participate in the response to not compromise or settle such claim and to employ counsel at its own expense to assist in the handling of such claim, (b) the Indemnifying Party shall obtain without the prior written approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive relief to be imposed against the Indemnified Party, and (c) the Indemnifying Party shall promptly reimburse the Indemnified Party for any legal expenses reasonably incurred by the Indemnified Party in connection with the defense of such claim prior to the Indemnified Party's receipt consent of the Indemnifying Party's notice of its election to assume full control over the response to such claim. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control, the Indemnifying Party shall not be liable to the Indemnified Party for any further legal expenses incurred by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the response to defense of any such claim as provided or litigation in this Sectionaccordance with the terms hereof, the Indemnifying Party may participate in such response and the Indemnified Party shall have the right to respond to and may defend the against such claim or litigation in such manner as it may deem appropriate, at including, but not limited to, settling such claim or litigation (after giving notice of the reasonable cost and expense of same to the Indemnifying Party, who shall be bound by any settlement. The Indemnifying Party shall promptly reimburse ) on such terms as the Indemnified Party for such costs may deem appropriate, and expensesthe Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of Section 10.1.