Notice by Indemnified Party. As soon as is practicable, upon the Indemnified Party becoming aware of any Proceeding which may give rise to indemnification under this Agreement other than a Proceeding commenced by the Corporation, the Indemnified Party will give written notice (the “Notice of Proceeding”) to the Corporation. Failure to give notice in a timely fashion will not disentitle the Indemnified Party to indemnification. Upon receipt of such notice, the Corporation will give prompt notice of the Proceeding to any applicable insurer from whom the Corporation has purchased insurance that may provide coverage to the Corporation or the Indemnified Party in respect of the Proceeding, but such failure by the Corporation to give prompt notice of the Proceeding shall not disqualify, impair or otherwise limit the Indemnified Party’s right to indemnification hereunder.

Indemnified Person. Indemnified Person shall have the meaning specified in Section 5.4(a).

Indemnified Amounts. If Indemnitee is or is threatened to be made a party to, or is otherwise involved (including, but not limited to, as a witness) in, any Proceeding, the Company shall hold harmless and indemnify Indemnitee from and against any and all losses, claims, damages, costs, expenses and liabilities incurred in connection with investigating, defending, being a witness in, participating in or otherwise being involved in (including on appeal), or preparing to defend, be a witness in, participate in or otherwise be involved in (including on appeal), such Proceeding, including but not limited to attorneys’ fees, judgments, fines, penalties, ERISA excise taxes, amounts paid in settlement, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments pursuant to this Agreement, and other expenses (collectively, “Damages”), including all interest, assessments or charges paid or payable in connection with or in respect of such Damages.

The Corporation and the Indemnified Party shall, from time to time, provide such information and cooperate with the other, as the other may reasonably request, in respect of all matters under this Agreement.

Assumption of Defense by Indemnified Party. If the Indemnifying Party elects not to assume the defense of a Third Party Claim in accordance with [Section 7.4(b)] or does not deliver notice of its election to assume the defense within thirty (30) days of receipt of notice from the Indemnified Party (unless earlier notice is reasonably necessary to respond in a timely manner to such Third Party Claim, in which case the Indemnifying Party shall give such earlier notice to the Indemnified Party), or in the event that any of the conditions specified in [clauses (ii) through (v) of Section 7.4(b)] is or becomes unsatisfied # the Indemnified Party may assume the defense of the Third Party Claim in any manner it may reasonably deem appropriate, and the Indemnifying Party shall have the right to participate in the defense of such Third Party Claim with counsel selected by it (at its cost and expense); provided, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed, # the Indemnifying Party will reimburse the Indemnified Party for the reasonable and documented out-of-pocket costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses for one law firm) to the extent such costs and expenses are indemnifiable Losses hereunder, and # the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim in accordance with, and subject to the limitations of, this Agreement (including this Article VII).

Indemnified Party’s Participation. The Indemnified Party shall cooperate with the Indemnifying Party in, and may participate in, but not control, any defense or settlement of any Claim controlled by the Indemnifying Party pursuant to this [Section 14.2] and shall bear its own costs and expenses with respect to such participation; provided, however, that the Indemnifying Party shall bear such costs and expenses if counsel for the Indemnifying Party shall have reasonably determined that such counsel may not properly represent both the Indemnifying Party and the Indemnified Party (and the Out-of-Pocket Costs of the Indemnified Party shall be shared by the Parties in accordance with their respective Co-Funding Percentages and treated as Other Shared Expenses if the Claim is covered by [Section 10.9] or [Section 14.1(c)]).

Indemnified Environmental Defects. For purposes of this Agreement, the term “Indemnified Environmental Defect” means an Environmental Defect as to which Seller has elected to indemnify Buyer in accordance with [Section 5.04(a)(ii)].

Certain Indemnified Taxes. In connection with the calculation of the Closing Net Working Capital, the parties hereto have mutually agreed that the Current Liabilities do not include certain Taxes with respect to the Pre-Closing Tax Period that would constitute Seller Indemnified Taxes pursuant to item 9 of [Schedule 10.2(i)] of the Acquisition Agreement, if the Company and its Subsidiaries were obligated to pay such Taxes. Sellers hereby acknowledge their indemnification obligations in respect of such Taxes, if the Company and its Subsidiaries are so obligated, and Purchaser hereby acknowledges its obligations pursuant to [Section 6.7] and other applicable provisions of the Acquisition Agreement with respect to Tax Returns and any proceedings relating thereto.

Settlement of Indemnified Claims. The Indemnifying Party under Sections 10.2 or 10.3, as applicable, shall have the sole authority to settle any Indemnified Claim without the consent of the other Party, provided, however, that an Indemnifying Party shall not, without the written consent of the other Party, as part of any settlement or compromise # admit to liability on the part of the other Party; # agree to an injunction against the other Party; or # settle any matter in a manner that separately apportions fault to the other Party. The Parties further agree that as part of the settlement of any Indemnified Claim, an Indemnifying Party shall obtain a full, complete and unconditional release from the claimant on behalf of the Indemnified Parties.

Continued Right to Be Indemnified. Nothing in this Agreement terminates any indemnification or contribution obligation of Employer required by law or Employer’s bylaws, or any obligation of Employer under that certain Indemnification Agreement between Employer and Executive, as may be amended from time to time (the “Indemnification Agreement”). For purposes of clarity, the releases contained herein shall not include or cover claims for contribution or indemnity against any Releasee for any third party claims asserted against Executive. Furthermore, nothing in this Agreement waives or releases any Claim with respect to # any payments or benefits payable or to be provided under Section 4 of the Employment Agreement, # any claims against a Releasee not arising in connection with Executive’s employment with the Company, or # any claims to vested benefits under any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.