In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

In claiming anyThe party obligated to indemnify another party hereunder is referred to herein as the Indemnifying Party and the party entitled to indemnification hereunder,hereunder is referred to herein as the indemnified partyIndemnified Party. An Indemnified Party shall promptly provide the indemnifying party withgive prompt written notice to the Indemnifying Party of the assertion by the Indemnified Party or by a third party of any claim,liability which the indemnifiedIndemnified Party has reason to believe might give rise to an Indemnity Claim; provided, however, that any failure to provide such prompt written notice shall limit the Indemnified Party’s right to indemnification hereunder only if and to the extent that the Indemnifying Party is prejudiced by such failure. Such notice shall set forth in reasonable detail the nature of such action or claim, and shall include a copy of any written complaint, summons, correspondence or other communication from the party believes falls withinasserting the scopeclaim or initiating the action. As to any such Indemnity Claim which involves a third party, if the Indemnifying Party agrees to indemnify the Indemnified Party, the Indemnifying Party shall assume and thereafter control the defense of such Indemnity Claim. The Indemnified Party shall be entitled, together with the foregoing paragraphs. The indemnified party may, at its expense, assistIndemnifying Party, to participate in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to thecompromise or settlement of any such claim. Anymatter through the Indemnified Party’s own attorneys and at its own expense, but the Indemnifying Party shall have control thereof, and the Indemnified Party, at the expense of the Indemnifying Party, shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such third party claims. The Indemnifying Party shall not make any settlement intendedof any claims on behalf of the Indemnified Party, other than claims strictly for monetary damages as to bindwhich the indemnified partyIndemnifying Party agrees to be solely responsible, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In the event that the Indemnifying Party, within 20 days after notice of an Indemnity Claim which involves a third party, fails to assume the defense thereof, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such claim for the account of and at the expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the settlement, compromise or final determination thereof; provided, however, that the Indemnified Party shall not, without the indemnified party'Indemnifying Party’s prior written consent, which shall not be unreasonably withheld.withheld, settle or compromise any such claim or consent to the entry of any judgment with respect to any such claim. This Section shall survive the Closing.

In claimingNotice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification hereunder,claim. Each party to this Agreement has the indemnified party shall promptly provideright to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party with written noticemay take over the defense of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assistsuch matter so long as such defense is reasonably expeditious, and in the defense if it so chooses, provided thatevent the indemnifying party shall controlis defending such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bindmatter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be final withoutbound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify adversely affects the indemnifying party's written consent,ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld.withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement 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.

In claimingSection # Indemnification Procedure. Should any indemnification hereunder,claim covered by the foregoing indemnity be asserted, the indemnified party shall promptly providenotify the indemnifying party with written notice of any claim, whichpromptly and give it an opportunity to defend the same and the indemnified party believes falls withinshall extend reasonable cooperation to the scope of the foregoing paragraphs. The indemnified party may, atin connection with such defense. The failure to give such prompt written notice shall not, however, relieve the indemnifying party of its expense, assist inindemnification obligations. In the defense if it so chooses, providedevent that the indemnifying party shall control such defense, and all negotiations relativefails to defend the settlement of any such claim. Any settlement intended to bindsame within a reasonable time, the indemnified party shall not be final withoutentitled to assume the defense thereof, and the indemnifying party shall be liable to repay the indemnified party's written consent, which shall not be unreasonably withheld.party for all its expenses reasonably incurred in connection with the defense, including reasonable attorneys' fees and settlement payments.

In claimingNotice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification hereunder,claim. Each party to this Agreement has the indemnified party shall promptly provideright to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party with written noticemay take over the defense of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assistsuch matter so long as such defense is reasonably expeditious, and in the defense if it so chooses, provided thatevent the indemnifying party shall controlis defending such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bindmatter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be final withoutbound and which settlement does not include as an unconditional term the giving by the indemnified party's written consent,party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not be unreasonably withheld.affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify

In claiming any indemnification hereunder, the indemnifiedThe indemnifying party shall promptly providekeep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party with written noticeshall be liable for any settlement of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, ataction, claim or proceeding effected without its expense, assist in the defense if it so chooses, providedwritten consent, provided, however, that the indemnifying party shall controlnot unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such defense, andIndemnified Party or Indemnified Person of a release from all negotiations relativeliability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the settlementmatter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such claim. Any settlement intended to bind the indemnified partyaction shall not be final withoutrelieve such indemnifying party of any liability to the indemnified party's written consent, which shall not be unreasonably withheld.Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

In claiming any indemnification hereunder, the indemnified party shall promptly provide theAn indemnifying party withparty’s obligations to indemnity and defend under this Section 9 are expressly conditioned upon, # being provided prompt written notice of any indemnified claim by the indemnified party; provided, that a failure to provide such prompt notice shall not release the indemnifying party from its obligations unless such lack of timely notice materially impacts the ability of the indemnifying party to defend against the claim, which# the indemnifying party having the sole right to control the defense, and to agree to any cash settlement, adjustment or compromise of the claim; provided that # any settlement, adjustment, or compromise of the claim shall not result in any financial or non-financial obligations and/or admissions of guilt being imposed on the indemnified party believes falls withinwithout the scopeprior written consent of the foregoing paragraphs.indemnified party in its sole discretion, and # the indemnified party may employ separate counsel at its own expense to participate in the defense of the claim, and # the indemnified party providing reasonable cooperation with the indemnifying party in the defense of the claim. The indemnified party may, at its expense, assist in the defense if it so chooses, provided thatshall have no authority to settle any claim on behalf of the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.consent of the indemnifying party.

In claimingconnection with any indemnification hereunder,claim giving rise to indemnity resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement, the indemnified party shall promptly provide the indemnifying party withIndemnifying Party at its sole cost and expense may, upon written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlementIndemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. Any settlement intendedThe Indemnified Party shall be entitled to bindparticipate in (but not control) the indemnifieddefense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation within thirty (30) days after the date that notice of such claim is received from the Indemnified Party, # the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and # the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not be final without the indemnified party's written consent, which shall not be unreasonably withheld.defend or settle such third party claim in a reasonably prudent manner.

Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.08(c), except to the extent that the indemnifying party is materially prejudiced by such failure. In claiming any indemnification hereunder,action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, # if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or # if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall promptly provide the indemnifying party with written notice of any claim, whichhave concluded that there may be reasonable defenses available to the indemnified party believes falls withinthat are different from or additional to those available to the scopeindemnifying party, or if the interests of the foregoing paragraphs. The indemnified party may, at its expense, assist inreasonably may be deemed to conflict with the defense if it so chooses, provided thatinterests of the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bindparty, then the indemnified party shall nothave the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be finalreimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party's written consent, which shallparty, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not be unreasonably withheld.contain any admission of wrongdoing by, the indemnified party.

Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action or proceeding, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 3.08(c), except to the extent that the indemnifying party is materially prejudiced by such failure. In claiming any indemnification hereunder,action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 3.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, # if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or # if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall promptly provide the indemnifying party with written notice of any claim, whichhave concluded that there may be reasonable defenses available to the indemnified party believes falls withinthat are different from or additional to those available to the scopeindemnifying party, or if the interests of the foregoing paragraphs. The indemnified party may, at its expense, assist inreasonably may be deemed to conflict with the defense if it so chooses, provided thatinterests of the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bindparty, then the indemnified party shall nothave the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable and documented expenses and fees of such separate counsel and other reasonable and documented expenses related to such participation to be finalreimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party's written consent, which shallparty, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not be unreasonably withheld.contain any admission of wrongdoing by, the indemnified party.