If the claim or demand set forth in the Notice of Claim given by ​ pursuant to [Section 6.03(a)] hereof is a claim or demand asserted by a third party, the ​ shall have fifteen (15) days after the date on which Notice of Claim is given to notify ​ in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the ​ elect to defend such third party claim or demand, ​ shall make available to the ​ and its agents and representatives all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist the ​ in the defense of, such third party claim or demand, and so long as the ​ are defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If ​ elect to defend such third party claim or demand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel to the ​ could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend them in any such action or proceeding and the ​ will pay the fees and expenses of such counsel. If the ​ do not elect to defend such third party claim or demand or do not defend such third party claim or demand in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the ​’ expense, to defend such third party claim or demand; provided, however, that # such Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; # such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the ​ under the agreements of indemnification set forth in this [Article VI]; and # such Indemnified Party may not settle any claim without the consent of the ​, which consent shall not be unreasonably withheld or delayed.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim or demand set forth inagainst the Notice of Claim given by _Organization A:​ pursuant to [Section 6.03(a)] hereof isunder this Agreement that does not involve a claim or demand asserted by a third party, the ​Indemnified Party shall have fifteen (15) days after the date on which Noticepromptly deliver notice of Claim is given to notify ​ in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the ​ elect to defend such third party claim or demand, ​ shall make available to the ​ in writing and its agents and representatives all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assistreasonable detail. The failure by any Indemnified Party to so notify the ​ in the defense of, such third party claim or demand, and so long asshall not relieve the ​ are defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If ​ electfrom any liability that they may have to defend such third party claim or demand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counselParty, except to the _WESTERN SHAREHOLDERS:extent that ​ could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend them in anyhas been actually prejudiced by such action or proceeding and the ​ will pay the fees and expenses of such counsel.failure. If the ​ do not elect to defend such third party claim or demand or do not defend such third party claim or demand in good faith,notify the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, atwithin fifteen (15) business days following its receipt of such notice that the organization" data-ad-field-json='{"name":"WESTERN SHAREHOLDERS","type":"organization","canGuess":{"name":false,"type":false}}'>​’ expense, to defendOrganization_ dispute such third partyclaim, such claim or demand; provided, however, that #specified by the ​ in such Indemnified Partynotice shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; # such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligationsbe conclusively deemed a liability of the ​ under the agreements of indemnification set forth in this [Article VI]; and #the ​ shall pay the amount of such liability to the Indemnified Party may not settleon demand, or in the case of any claim withoutnotice in which the consentamount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the organization" data-ad-field-json='{"name":"WESTERN SHAREHOLDERS","type":"organization","canGuess":{"name":false,"type":false}}'>​, which consentOrganization_ dispute that liability with respect to such claim in a timely manner, ​ and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be unreasonably withheld or delayed.submitted to arbitration.

Upon obtaining knowledge of any Claim by a third party which has given rise to, or is expected to give rise to, a claim for indemnification hereunder, ​ shall give written notice (“Notice of Claim”) of such claim or demand set forth in the Notice of Claim given by ​ pursuant to [Section 6.03(a)] hereof is a claim or demand asserted by a third party, the ​ shall have fifteen (15) days after the date on which Notice of Claim is given to notify ​ in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the ​ elect to defend such third party claim or demand, ​ shall make available to the organization" data-ad-field-json='{"name":"WESTERN SHAREHOLDERS","type":"organization","canGuess":{"name":false,"type":false}}'>​ and its agents and representatives all records and other materials that are reasonably requiredOrganization_, specifying in the defense ofreasonable detail such third party claim or demand and shall otherwise cooperate with, and assist the ​ in the defense of, such third party claim or demand, and so longinformation as the ​ are defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If ​ elect to defend such third party claim or demand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel to the ​ could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counselhave with respect to representsuch indemnification claim (including copies of any summons, complaint or defend them in any such action or proceeding and the ​ will pay the fees and expenses of such counsel. If the ​ do not elect to defend such third party claim or demand or do not defend such third party claim or demand in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy itpleading which may have hereunder, atbeen served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the ​’ expense, to defend such third party claimsame). No failure or demand; provided, however, that # such Indemnified Party shall not have any obligation to participatedelay by ​ in the defense of,performance of the foregoing shall reduce or defend, any such third party claim or demand; # such Indemnified Party’s defense of or its participation inotherwise affect the defense of any such third party claim or demand shall not in any way diminish or lessen the obligationsobligation of the ​ underto indemnify and hold the agreements of indemnification set forth in this [Article VI]; and # such Indemnified Party may notharmless, except to the extent that such failure or delay shall have actually adversely affected the Shareholder’s ability to defend against, settle or satisfy any claim withoutClaims for which the consent of the ​, which consent shall not be unreasonably withheld or delayed.Indemnified Party is entitled to indemnification hereunder.