307 with or arising from claims, demands or causes of action instituted by Buyer or Seller based on: (I) inaccuracy of 308 Information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party's misstatement(s) or 300 failure to perform contractual obligations; (III) Broker's performance, at

in Section 11d. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to the Indemnified Party