Common use of Third Party Claim Clause in Contracts

Third Party Claim. If any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), the Indemnified Party, shall give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Party.

Third Party Claim. If any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, Indemnity Claim is based upon any claim, situationdemand, demand suit or other matter for which it or action of any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against the Indemnified Party an indemnified party (any such items being herein called a "“Third Party Claim"”), then the Indemnified Partyindemnified party, at the time it delivers the Notice of Claim with respect to such Third Party Claim, shall give prompt written notice offer to the indemnifying party the option to assume the defense of the Third Party Claim Claim, which option may be exercised by the indemnifying party by written notice to the Party obligated to provide indemnity indemnified party, acknowledging its indemnification obligation under this Article 8 with respect to such Third Party Claim and assuming the defense thereof, within fifteen (for purposes of this Section 14.315) days after the indemnified party gives written notice thereof. If the indemnifying party exercises the option, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party it shall have the right to at its own expense assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified shall upon the final determination thereof fully discharge at its own expense all liability of the indemnified party with respect to the Third Party may retain counsel Claim, and other experts (whose fees and disbursements shall be entitled, at its sole expense but without any liability of the indemnified party therefor, to compromise or settle the Third Party Claim. From the time the indemnifying party so assumes such defense and while such defense is pursued diligently in good faith, the indemnifying party shall have no liability for attorneys’ fees or other costs of defense incurred by the indemnified party in connection with the Third Party Claim. If the indemnifying party does not exercise the option to defend a Third Party Claim, or fails to diligently defend such Third Party Claim, then the indemnified party may undertake to defend such Third Party Claim at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partyindemnifying party.

Third Party Claim. If In the case of any Third Party Claim, if within [***] after receiving notice of a claim for indemnification, the Indemnifying Party (for purposes of this Section 14.3, an "Indemnified Party"i) becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by gives written notice to the Indemnified Party stating that such Indemnifying Party would be liable in the amount of such claim if such claim were valid and that such Indemnifying Party disputes and intends to a third party defend against such Third Party Claim at its or a claim otherwise advanced by a third party against the their own cost and expense and (ii) provides reasonable assurance to such Indemnified Party that such indemnification will be paid fully and promptly if required and such Indemnified Party will not incur cost or expense during the proceeding, then counsel for the defense shall be selected by the Indemnifying Party (any such items being herein called a "Third Party Claim"), subject to the consent of the Indemnified Party, which consent shall give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"not be unreasonably withheld), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give that the assumption of defense of any such notice will not waive any rights of the Indemnified Party except to the extent the rights of matters by the Indemnifying Party are actually materially prejudiced by shall relate solely to the Third Party Claim that is subject or potentially subject to indemnification. If the Indemnifying Party assumes such failuredefense in accordance with the preceding sentence, they shall have the right, with the consent of such Indemnified Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to such Third Party claims. The Indemnifying Party shall keep the Indemnified Party apprised of the status of the claim and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on all major matters, including settlement discussions. Notwithstanding anything “[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended” herein stated, the Indemnified Party shall at all times have the right to assume the fully participate in such defense at their own expense directly or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days through counsel; provided, however, if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such the action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel wouldwould be inappropriate under applicable standards of professional conduct, in the opinion reasonable expense of separate counsel retained for the Indemnified Party shall be paid by the Indemnifying Party. If no such notice of intent to dispute and defend is given by the Indemnifying Party, or if such diligent good faith defense is not being or ceases to be inappropriate due conducted, the Indemnified Party shall, at the expense of the Indemnifying Party, undertake the defense of (with counsel selected by the Indemnified Party), and shall have the right to actual compromise or potential differing interests between themsettle any such Third Party Claim. If requested such Third Party Claim is one that by its nature cannot be defended solely by the Indemnifying Party, then the Indemnified Party agrees to shall make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partydefense.

Third Party Claim. (a) If Parent’s Indemnity Claim involves any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand Action brought or other matter for which it or made by any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or (a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "“Third Party Claim"”), the Indemnified Party, shall give prompt then Clorox may elect (by written notice to Parent delivered within 30 days of notice by Parent to Clorox pursuant to Section 10.5(a)) to assume at its expense the defense of such Third Party Claim Claim, including discussions with relevant Governmental Authorities, using counsel reasonably acceptable to the Party obligated Parent. If Clorox does not so elect to provide indemnity with respect to assume such defense, then such Third Party Claim shall be defended by Parent in such manner as it reasonably deems appropriate (and the costs, fees and expenses of Parent for purposes of this such defense shall constitute Damages in accordance with Section 14.3, the "Indemnifying Party"10.4), requesting indemnification thereforincluding entering a reasonable settlement thereof in which event the settlement plus Parent’s costs, specifying fees and expenses with respect thereto shall be the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasibleDamages in accordance with Section 10.4; provided, however, a failure to give such notice will provided that Parent shall not waive enter into any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation settlement of such Third Party Claim without the prior written consent of Clorox, which consent shall not be unreasonably withheld, unless Clorox and its Affiliates have no liability therefor, are not required to retain counsel admit any liability and other experts to represent will not be bound by any restrictions or limitations on its or their conduct thereafter, and no negative precedent for future Claims, Actions or litigation against Clorox and its Affiliates will be established, in which case no consent shall be required. If the Indemnified Third Party Claim has been assumed by Clorox, Clorox shall cooperate with Parent in connection with such defense and shall pay permit Parent to participate therein; provided that Clorox shall not be liable to Parent under the provisions hereof for any legal or other expenses incurred by Parent in connection with Parent’s participation in the defense of such Third Party Claim after Clorox has elected to assume the defense thereof so long as Clorox is diligently contesting such Third Party Claim in good faith, unless Parent is advised by outside counsel that an actual or potential conflict of interest exists between Parent and Clorox or that there are different or additional defenses available to Parent that are not available to Clorox, in which case Parent may engage separate counsel (the reasonable fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements which shall be at the expense of the Indemnifying Party) to file borne by Clorox). Clorox may not enter into any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses settlement of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyParent, which consent will shall not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages , unless Parent and its Affiliates have no liability therefor, are not required to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein admit any liability and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentencebound by any restrictions or limitations on its or their conduct thereafter, to the extent it is determined that the Indemnified Party has and no right under this Article XIV to be indemnified by the Indemnifying Partynegative precedent for future Claims, shall promptly pay to the Indemnifying Party any amounts previously paid Actions or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party litigation against Parent and its representatives full and complete access to the booksAffiliates will be established, records and properties of the Indemnified Party to the extent reasonably related to the matters to in which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access case no consent shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partyrequired.

Third Party Claim. If any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed Promptly after receipt by the Indemnified Party to a third party Buyer or a claim otherwise advanced the Parent of notification of the assertion, or possible assertion, by a third party against of any claim, action, suit, proceeding or demand with respect to which indemnification shall or may be claimed by the Indemnified Party Buyer or the Parent pursuant to this Section 6 (any such items being herein called a "the “Third Party Claim"), ”) (such recipient being referred to hereinafter as the Indemnified Party, “Indemnitee”) the Indemnitee shall give prompt written notice of describing the Third Party Claim in reasonable detail (an “Indemnity Notice”) to the Party obligated to provide indemnity with respect to such Third Party Claim other party (for purposes of this Section 14.3herein, the "Indemnifying Party"“Indemnitor”), requesting indemnification therefor, specifying . Failure by the nature of and specific basis for Indemnitee to send the Third Party Claim and Indemnity Notice shall not release the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party Indemnitor from its obligations hereunder except to the extent that the failure to send the Indemnity Notice prejudices the rights of the Indemnifying Party are actually materially prejudiced by such failureIndemnitor. The Indemnifying Party shall Indemnitor shall, at its option, have full authority to defend any such claim, action, suit, proceeding or demand, in the right to assume the defense or investigation name of such Third Party Claim and to retain Indemnitee or otherwise as the Indemnitor shall elect utilizing counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice reasonably acceptable to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party ClaimIndemnitee, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party Indemnitee reasonably objects to such assumption on the ground that counsel for such Indemnitor cannot represent both the Indemnitee and the Indemnified Party mutually agree Indemnitor because such representation would be reasonably likely to result in a conflict of interest or because there may be defenses available to the retention of Indemnitee that are not available to such counsel and other experts or Indemnitor, (ii) the named parties to Indemnitor is not capable (by reason of insufficient financial capacity, bankruptcy, receivership, liquidation, managerial deadlock, managerial neglect or similar events) of maintaining a reasonable defense of such action or proceeding, (iii) the action or proceeding seeks injunctive or other equitable relief against the Indemnitor, or (iv) the amount in controversy exceeds the amount for which the Indemnitor is liable under this Section 6.2. The Indemnitor shall not adjust, compromise or settle any such claim, action, suit, proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party demand without the written consent of the Indemnifying PartyIndemnitee, which consent will shall not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages As to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no any Third Party Claim may be settled without the consent defense of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified been assumed by the Indemnifying PartyIndemnitor, (i) the Indemnitee shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to cooperate fully in such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party defense as and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related requested by the Indemnitor (such cooperation shall include the retention and, upon the Indemnitor’s request, the provision to the matters Indemnitor of records and information that are reasonably relevant to which such claim or demand and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder) and (ii) the notice relates. The Indemnifying Party will not disclose Indemnitor shall not, subsequent to such assumption, be liable for any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential legal expenses incurred by the Indemnified Indemnitee. In the event of any claim under this Section 6 for indemnification (whether or not in connection with a Third Party and which is not otherwise generally available to Claim), the publicIndemnitee shall promptly advise the Indemnitor in writing, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations in reasonable detail, of the Indemnified Party, amount and circumstances surrounding said claim (which notice shall also be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partydeemed to be an Indemnity Notice).

Third Party Claim. If The Parties hereto agree to reasonably cooperate with each other in connection with the defense, negotiation or settlement of any such Third Party (for purposes of Claim. Notwithstanding anything in this Section 14.37.05 to the contrary, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified neither the Indemnifying Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by nor the Indemnified Party shall, without the written consent of the other Party, settle or compromise any Third Party Claim or permit a default or consent to a third party or a claim otherwise advanced by a third party against entry of any judgment unless (i) the claimant provides to such other Party an unqualified release of the Indemnified and Indemnifying Parties from all liability in respect of such Third Party Claim, (ii) such settlement does not involve any injunctive relief binding upon the Indemnified Party or any of its Affiliates, (iii) such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business and (iv) such items being herein settlement does not involve any admission of liability or wrongdoing by any Indemnified Party or any of its Affiliates. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable Third Party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 7.04, pay the amount called a "for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim"), free of any participation by the Indemnified Indemnifying Party, shall give prompt written notice and the amount of the Third Party Claim to the Party obligated to provide indemnity any ultimate liability with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes has an obligation to pay hereunder shall be limited to the defense or investigation lesser of (x) the amount of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined offer that the Indemnified Party has no right under this Article XIV declined to be indemnified by accept or (y) the Indemnifying Party, shall promptly pay to aggregate Losses of the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Indemnified Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified PartyClaim.

Third Party Claim. If Upon receipt by any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been person seeking to be indemnified under pursuant to this Article XIV and 9 (the “Indemnitee”) of notice of any legal proceedings, (each a “Claim”) against it which has resulted or could result in a liability owed by the Indemnified Party is expected to give rise to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim")for Losses, the Indemnified Party, Indemnitee shall give prompt written notice thereof (which shall be within ten (10) days after receipt by the Indemnitee of the Third Party Claim such Claim) to the Party obligated person from which it seeks to provide indemnity with respect to such Third Party Claim be indemnified (for purposes of this Section 14.3, the "Indemnifying Party"“Indemnitor”), requesting indemnification therefor, specifying indicating the nature of and specific basis for the Third Party such Claim and the amount or estimated amount thereof to the extent then feasiblebasis therefor; provided, however, a that any delay or failure by the Indemnitee to give such notice will not waive any rights of the Indemnified Party except to the extent Indemnitor shall relieve the rights Indemnitor of its obligations hereunder only to the Indemnifying Party are actually extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnifying Party Indemnitor shall have thirty (30) days after receipt of the Indemnitee’s notice to elect, at its option, to assume the defense of, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such Claim. If the Indemnitor shall undertake to compromise or defend any such Claim, it shall promptly notify the Indemnitee of its intention to do so. Notwithstanding an election by the Indemnitor to assume the defense of such Claim, (i) the Indemnitee shall have the right to assume employ at its cost separate counsel and to participate in the defense or investigation of such Third Party Claim Claim, and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pendingii) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party Indemnitee shall have the right to retain its own counsel and other experts, but at any time after the fees and expenses Indemnitor assumes the defense of such counsel and other experts shall be at Claim to assume the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention defense of such Claim if the Indemnitor subsequently determines that it does not believe the Claim is one for which the Indemnitee is entitled to indemnification, compensation or reimbursement under this Article 9 and requests that the Indemnitee assume the defense of such Claim (in which case the Indemnitee may retain the legal counsel previously retained by the Indemnitor to assist in the defense of such Claim). The Indemnitee and other experts Indemnitor and their counsel shall cooperate fully in the compromise or (ii) the named parties defense of any Claim subject to this Article 9 and keep one another informed of all developments relating to any such proceeding Claims, and provide copies of all relevant correspondence and documentation relating thereto. If an Indemnitor receiving a notice of Claim does not elect to defend such Claim within the thirty (including any impleaded parties30) include both day period referred to above, the Indemnifying Party and Indemnitee shall have the Indemnified Party and representation of both parties by the same counsel wouldright, in addition to any other right or remedy it may have hereunder, at the opinion of counsel retained by the Indemnifying PartyIndemnitor’s expense, be inappropriate due to actual or potential differing interests between themdefend such Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party ClaimThe Indemnitee’s defense of, or participation in the defense of, any cross-complaint against such Claim shall not in any Personway diminish or lessen the obligations of the Indemnitor under this Article 9. No Third Party In no event may an Indemnitor or an Indemnitee settle or compromise any Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, other (which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid conditioned or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable lawdelayed). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Party.

Third Party Claim. (a) If Buyer's Indemnity Claim involves any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand Action brought or other matter for which it or made by any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party ClaimTHIRD PARTY CLAIM"), then the Indemnified Party, shall give prompt RP Equityholders' Agent may elect (by written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right Buyer) to assume at its expense the defense or investigation of such Third Party Claim using counsel reasonably acceptable to Buyer; provided that the RP Equityholders' Agent may not so elect if Buyer has been pursuing the defense thereof for at least six months and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements RP Equityholders' Agent's assumption of such counsel and other expertsdefense would materially prejudice Buyer or the defense. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails RP Equityholders' Agent does not so elect to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the assume such defense, then such Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements Claim shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take defended by Buyer in such other action which the Indemnified Party manner as it reasonably deems necessary to protect its interests or those of appropriate (and the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other expertscosts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of Buyer for such counsel defense shall constitute Losses), including entering a reasonable settlement thereof in which event the settlement plus the Buyer's costs, fees and other experts expenses with respect thereto shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention Loss; provided that Buyer shall not enter into any settlement of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim without the prior written consent of the RP Equityholders' Agent, which consent shall not be unreasonably withheld unless RP and the Indemnifying RP Equityholders have no liability therefor in which case no consent shall be required. RP and the RP Equityholders' Agent shall cooperate with Buyer in connection with such defense and shall permit Buyer to participate therein; provided, that RP (and the RP Equityholders) shall not be liable to Buyer under the provisions hereof for any legal or other expenses incurred by Buyer in connection with Buyer's participation in the defense of such Third Party defends, or, if appropriate and related Claim after the RP Equityholders' Agent has elected to assume the defense thereof so long as the RP Equityholders' Agent is diligently contesting such Third Party Claim in questiongood faith, unless a conflict of interest exists between Buyer and RP (or the RP Equityholders) requiring each of Buyer, on the one hand, and RP or the RP Equityholders, on the other hand, to have separate counsel, in making which case Buyer may engage separate counsel (the fees and costs of which shall be borne by RP (or, solely with respect to RP Equityholder Matters, in the event RP does not or cannot pay such fees and costs, by the RP Equityholders in the Designated Proportions)). Neither RP nor the RP Equityholders' Agent may enter into any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No settlement of a Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, Buyer which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Party.

Third Party Claim. If any Party (for purposes of this Section 14.3In the event that EUL, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it CPI or any other Indemnified Party has been indemnified party entitled to indemnification under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party Section 11.02 hereof shall choose to a third party or assert a claim otherwise advanced for Loss or potential Loss based upon a claim by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), the party seeking indemnification ("Indemnified Party") shall notify the party against which indemnification is sought ("Indemnifying Party") in writing of such claim, promptly following the occurrence of the event giving rise thereto, certifying that such a claim has been asserted and the basis therefor which shall give prompt written notice be set forth in reasonable detail ("Notification"). (i) The Indemnifying Party shall acknowledge receipt of the Notification and advise the Indemnified Party in writing twenty (20) days after receipt thereof as to whether the Indemnifying Party agrees to such Third Party Claim and whether the defense of the Third Party Claim to shall be undertaken by counsel of the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature choice of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of . If the Indemnifying Party until so agrees, the date on Indemnifying Party shall be deemed to have accepted any indemnifiable Loss suffered arising from such Third Party Claim, the defense of which the Indemnified Party receives such notice from has been assumed by the Indemnifying Party. If an the Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of advises the Indemnified Party unless (i) that it shall undertake the Indemnifying Party and the Indemnified Party mutually agree to the retention defense of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No the Indemnified Party shall deliver all the documents related to the Third Party Claim may be settled by to the Indemnifying Party or to its counsel, after which the responsibility of the Indemnified Party without for the consent defense of the Third Party Claim shall cease, except that the Indemnified Party shall make available all documents, books and records in its possession related to the Third Party Claim, at no expense to the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are and shall fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except cooperate with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by counsel for the Indemnifying Party, shall promptly pay including providing its personnel who are acquainted with the facts or the documents or books and records related to the Third Party Claim. (ii) If the Indemnifying Party any amounts previously paid or advanced by advises the Indemnifying Indemnified Party with respect to such matters pursuant to this Article XIV. After that the delivery defense of notice of a the Third Party Claim hereunderwill not be undertaken, at the reasonable request of the Indemnifying Party either the Indemnified Party shall grant settle such Third Party Claim (in which case, the amount of such settlement and all attorneys' fees attendant to the achievement of such settlement shall be deemed included in any computation to determine Loss), or the Indemnified Party shall notify the Indemnifying Party and its representatives full and complete access to of the books, records and properties identity of the counsel for the Indemnified Party who has been selected to defend the extent reasonably related to the matters to which the notice relates. The Indemnifying Third Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable lawClaim. The Indemnifying Party shall request fully cooperate with the Indemnified Party and its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject counsel to the normal safety regulations extent that the Indemnifying Party has knowledge of the facts or circumstances relating to the Third Party Claim and the Indemnified Party, and Party shall cause its counsel to be granted under conditions which will not unreasonably interfere with available to the business and operations Indemnifying Party or its counsel to respond to any inquiries of the Indemnifying Party concerning the progress of such defense. In the event that the Indemnified Party.Party shall assert a claim for Loss as a result of any loss suffered by the Indemnified Party in settling or defending such Third Party Claim, the Indemnified Party shall notify the Indemnifying Party in writing of such claim. The Indemnifying Party shall pay all costs related to the settlement or the defense within thirty (30) days after a demand for the Loss or any component part is made. (b)

Third Party Claim. If any Party (In the event the facts giving rise to the claim for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified indemnification under this Article XIV and which has resulted VIII shall involve any action or could result in a liability owed threatened claim or demand by the Indemnified Party to a third party or a claim otherwise advanced by a any third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), within the earlier of, as applicable, ten (10) days after receiving notice of the filing of a lawsuit or thirty (30) days after receiving notice of the existence of a claim, demand, suit or proceeding (each a "Claim") giving rise to the claim for indemnification, the Indemnified Party, Party shall give prompt send written notice of the Third Party such Claim to the Indemnifying Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Claim Notice") . The failure of the Indemnified Party to give the Indemnifying Party"), requesting indemnification therefor, specifying Party the nature of and specific basis for Claim Notice shall not release the Third Indemnifying Party Claim and the amount or estimated amount thereof to the extent then feasiblefrom liability under this Article VIII; provided, however, a that the Indemnifying Party shall not be liable for losses incurred by the Indemnified Party which would not have been incurred but for the delay in the delivery of, or the failure to give deliver, the Claim Notice. Except as set forth below, the Indemnifying Party shall be entitled to defend such notice will not waive any rights Claim in the name of the Indemnified Party except at his or its own expense and through counsel of his or its own choosing. The Indemnifying Party shall give the Indemnified Party notice in writing within ten (10) days after receiving the Claim Notice from the Indemnified Party in the event the Claim is one involving an instituted suit or proceeding, or otherwise within thirty (30) days, of his or its intent to the extent the rights of do so. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are actually materially prejudiced by reasonably relevant to such failureThird Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through his or its own counsel, at his or its expense, but the Indemnifying Party shall have the right to assume control the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice Claim with counsel reasonably acceptable to the Indemnified Party Party. In the event that the Indemnifying Party assumes is controlling the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel Claim and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel negotiated a settlement thereof, which proposed settlement is final and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree unconditional as to the retention of such counsel parties thereto and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent contains an unconditional release of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant Party being liable for damages of any kind or nature or being otherwise required to pay any amount of money to any third party and does not include the immediately preceding sentence, to imposition of any restrictions on the extent it is determined part of the Indemnified Party or require that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Partymake an admission of guilt or liability or deliver a confession of judgment, shall promptly pay to the Indemnifying Party or any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunderother non-financial obligation which, at in the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations judgment of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of renders such settlement unacceptable, the Indemnified Party.Party shall consent to such settlement. STOCK PURCHASE AGREEMENT - PAGE 30

Third Party Claim. If any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand the Group Companies or other matter for which it the Purchaser are sued or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party threatened to a third party or a claim otherwise advanced be sued by a third party against including without limitation any government agencies or if the Indemnified Party Group Companies or the Purchaser are subject to any audit or examination by any tax authority (any such items being herein called a hereinafter "Third Party Claim")) which may give rise to a Purchaser Claim the Purchaser shall give the Sellers prompt notice (in no event later than twenty (20) Business Days after becoming aware of such Third Party Claim) of such Third Party Claim. Subject to statutory and contractual confidentiality obligations, the Indemnified PartyPurchaser shall ensure that the Sellers shall be provided with all materials, shall give prompt written notice of information and assistance relevant in relation to the Third Party Claim in each case reasonably necessary to evaluate the Third Party Claim, be given reasonable opportunity to comment or discuss with Purchaser any measures which Sellers propose to take or to omit in connection with the Third Party Claim, and in particular Sellers shall be given reasonable opportunity to comment on, participate in, and review any reports and all relevant audits or other measures and receive without undue delays copies of all relevant orders (Bescheide) of any authority, provided, however, that in cases where the above rights are limited by contractual confidentiality obligations, the Sellers shall have the right to appoint a professional advisor unrelated to any of the Sellers or their affiliates who shall be granted access to the confidential information on the basis that the advisor shall only be entitled to inform the Sellers on an abstract basis about the relevant findings in a way that the confidentiality obligation will not be breached. No admission of liability shall be made for or on behalf of Purchaser or the Group Companies and the Third Party obligated Claim shall not be compromised, disposed of or settled without the prior written consent of the Sellers which shall not be unreasonably withheld. Further, the Sellers shall be entitled at their own discretion and costs to provide indemnity with respect take such action (or cause the Purchaser or the Group Companies to take such action) as shall be necessary to defend against such Third Party Claim (for purposes of this Section 14.3, including making counter claims or other claims against Third Parties) in the "Indemnifying Party"), requesting indemnification therefor, specifying the nature name of and specific basis on behalf of the Purchaser or the Group Companies concerned and the Purchaser will give and cause the Group Companies to give, subject to them being paid all reasonable out-of-pocket costs and expenses, all such information and assistance as described above including access to premises and personnel and including the right to examine and copy or photograph any asset, accounts, documents and records for the Third Party Claim purpose of defending against any such claim or liability as the Sellers or its professional advisors may reasonably request in each case if and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice that actions set forth in this sentence will not waive any rights of adversely affect the Indemnified Party except to Purchaser’s or the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified PartyGroup Companies legitimate interests.

Third Party Claim. If any Party (In the event the facts giving rise to the claim for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified indemnification under this Article XIV and which has resulted 10 shall involve any action or could result in a liability owed threatened claim or demand by the Indemnified Party to a third party or a claim otherwise advanced by a any third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), within the earlier of, as applicable, ten (10) days after receiving notice of the filing of a lawsuit or thirty (30) days after receiving notice of the existence of a claim, demand, suit or proceeding (each a "Claim") giving rise to the claim for indemnification, the Indemnified Party, Party shall give prompt send written notice of the Third Party such Claim to the Indemnifying Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying PartyClaim Notice"), requesting indemnification therefor, specifying . The failure of the nature of and specific basis for Indemnified Party to give the Third Indemnifying Party the Claim and Notice shall not release the amount or estimated amount thereof to the extent then feasibleIndemnifying Party from liability under this Article 10; provided, however, a that the Indemnifying Party shall not be liable for losses incurred by the Indemnified Party which would not have been incurred but for the delay in the delivery of, or the failure to give deliver, the Claim Notice. Except as set forth below, the Indemnifying Party shall be entitled to defend such notice will not waive any rights Claim in the name of the Indemnified Party except at his or its own expense and through counsel of his or its own choosing. The Indemnifying Party shall give the Indemnified Party notice in writing within ten (10) days after receiving the Claim Notice from the Indemnified Party in the event the Claim is one involving an instituted suit or proceeding, or otherwise within thirty (30) days, of his or its intent to the extent the rights of do so. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are actually materially prejudiced by reasonably relevant to such failureThird Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through his or its own counsel, at his or its expense, but the Indemnifying Party shall have the right to assume control the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice Claim with counsel reasonably acceptable to the Indemnified Party Party. In the event that the Indemnifying Party assumes is controlling the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel Claim and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel negotiated a settlement thereof, which proposed settlement is final and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree unconditional as to the retention of such counsel parties thereto and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent contains an unconditional release of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant Party being liable for damages of any kind or nature or being otherwise required to pay any amount of money to any third party and does not include the immediately preceding sentence, to imposition of any restrictions on the extent it is determined part of the Indemnified Party or require that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Partymake an admission of guilt or liability or deliver a confession of judgment, shall promptly pay to the Indemnifying Party or any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunderother non-financial obligation which, at in the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations judgment of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of renders such settlement unacceptable, the Indemnified PartyParty shall consent to such settlement.

Third Party Claim. If any Party (for purposes Upon receipt of this Section 14.3, an "Indemnified Party") becomes aware notice of a fact, circumstance, claim, situation, demand or other matter claim for which it or any other indemnity from an Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party pursuant to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim")Section 7.04, the Indemnified Party, shall give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation and control any Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain with its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless its own expense; provided that if (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the are both named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and proceedings and, in the reasonable opinion of counsel to the Indemnified Party and Party, representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, would be inappropriate due to actual or potential differing interests between them. If requested by , or (ii) in the Indemnifying reasonable opinion of counsel to the Indemnified Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any such Third Party Claim which involves the Indemnifying Party defendspotential imposition of criminal liability on the Indemnified Party, or, if appropriate and related to Third Party Claim in questionthen, in making each such case, the applicable Indemnified Parties shall be entitled to participate in any counterclaim against such defense with one separate counsel at the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent reasonable expense of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any select counsel of recognized standing and competence after consultation with the Indemnified Party and shall take all reasonably necessary steps in the defense or settlement of such information (except as may be required by applicable law)Third Party Claim. All such access The Indemnifying Party shall be subject authorized to consent to a settlement of, or the normal safety regulations entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with provided that the business and operations of the Indemnified Party.Indemnifying Party shall

Third Party Claim. If In the case of any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), if within ten (10) Business Days after receiving the Indemnified Party, shall give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of Notice the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give gives written notice to the Indemnified Party stating (A) that the Indemnifying Party assumes would be liable for indemnity under the defense or investigation of the provisions hereof if such Third Party ClaimClaim were valid, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying PartyB) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of that the Indemnifying Party until the date on which the Indemnified Party receives disputes and intends to defend against such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation claim and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (iC) that the Indemnifying Party will be solely responsible for all costs, expenses and liabilities incurred in connection with or otherwise relating to such claim, then counsel for the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both defense shall be selected by the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due (subject to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will shall not be unreasonably withheld. Except with respect ), whereupon the Indemnifying Party shall not be required to settlements entered without make any payment to the Indemnified Party's consent pursuant to Party for the immediately preceding sentencecosts of its defense counsel in respect of such Third Party Claim as long as the Indemnifying Party is conducting a good faith and diligent defense; provided, to the extent it is determined that the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel. If the Indemnifying Party assumes the defense in accordance with the preceding sentence, it shall have the right, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, to settle the portion of such Third Party Claim that is subject to indemnification; provided, that the settlement (i) does not involve the imposition of an injunction or other equitable relief on the Indemnified Party, and (ii) expressly and unconditionally releases the Indemnified Party from all Liabilities with respect to such Third Party Claim (and all other claims arising out of the same or similar facts and circumstances), with prejudice. The Indemnifying Party shall keep the Indemnified Party apprised of the status of any Third Party Claim for which it has no assumed the defense, shall furnish the Indemnified Party with all documents and information that such Indemnified Party reasonably requests, and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding any of the foregoing, the Indemnifying Party shall not have the right to assume control of the defense, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if the Third Party Claim which such Indemnifying Party seeks to assume control of: (1) seeks non-monetary relief; (2) involves criminal or quasi-criminal allegations; (3) is one in which an Indemnifying Party and the Indemnified Party are both named in the complaint, and joint representation by the same counsel would be inappropriate under this Article XIV applicable standards of ethical conduct; (4) could reasonably be expected to adversely affect the Taxes of the Indemnified Party for a taxable period (or portion thereof) beginning or ending after the Closing Date; or (5) involves a claim for which an adverse determination would have a material and adverse effect on the Indemnified Party’s reputation or future business prospects. If notice of intent to dispute and defend is not given by the Indemnifying Party within the time period referenced above, or if such diligent good faith defense is not being or ceases to be indemnified conducted, then the Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle, such Third Party Claim (exercising reasonable business judgment) in its discretion. If such Third Party Claim is one that, by its nature, cannot be defended solely by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party then the Indemnified Party shall grant make available all information and assistance that the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent shall reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Partyrequest, and shall be granted under conditions which will not unreasonably interfere cooperate with the business and operations Indemnifying Party in such defense. For the purpose of clarification, with respect to litigation matters which involve multiple claims of which not all claims are entitled to indemnification hereunder, the Indemnified Partyindemnification procedures of this Section 9 shall apply solely to those claims entitled to indemnification hereunder.

Third Party Claim. If any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other indemnifiable claim is made against an Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against (a “Third Party Claim”), such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party’s receipt of such Third Party Claim, deliver a written notice (the “Claim Notice”) to the Indemnifying Party with respect thereto, provided, however, that failure to provide such notice within the time period required shall not affect the Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced as a result of such failure. The Claim Notice shall describe to the extent material the facts giving rise to the Third Party Claim in reasonable detail, shall include copies of all material written documentation delivered to the Indemnified Party by the third party asserting such Third Party Claim and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days from the date of personal delivery or mailing of the Claim Notice (any the “Notice Period”) to notify the Indemnified Party in writing whether or not it shall assume the defense of the Indemnified Party against such items being herein called a "Third Party Claim"); provided, that if the Indemnifying Party assumes such defense, such written notice shall include a written notice acknowledging its unconditional obligation to fully indemnify the Indemnified Party for any Losses resulting from such Third Party Claim in accordance with, and subject to, the limitations contained in this Article VIII. Notwithstanding the foregoing, without the prior written consent of the Indemnified Party, the Indemnifying Party shall give prompt written notice not have the right to assume the defense of the any Third Party Claim described in a Claim Notice that (i) seeks an injunction or other equitable relief as a remedy, (ii) relates to or arises in connection with any criminal or quasi-criminal allegation, proceeding, action, 00000000.00.XXXXXXXX indictment or investigation, (iii) in the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights reasonable judgment of the Indemnified Party except Party, is likely to result in liability that in the extent aggregate (A) will exceed the rights then remaining amount of the Cap or (B) will not exceed the Deductible, (iv) primarily relates to a claim or demand of, or a dispute with, a Material Customer of the Company or (v) the defense of which by the Indemnifying Party are actually materially prejudiced could otherwise have a material adverse effect on the Indemnified Party. All costs and expenses incurred by the Indemnifying Party in defending such failureclaim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. The In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to assume the defense of a Third Party Claim, except as herein provided, the Indemnifying Party shall have the right to do so by appropriate proceedings. If the Indemnifying Party has the right to and elects to assume the defense of a Third Party Claim, the Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence; shall take all steps reasonably necessary in the defense or investigation settlement of such Third Party Claim; and shall diligently pursue the resolution of such Third Party Claim. 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, however, that the Indemnifying Party shall pay all reasonable fees, costs and expenses of one outside counsel in connection with such participation (i) if it requests the Indemnified Party to participate or (ii) if in the opinion of outside counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make joint representation of the Indemnifying Party and the Indemnified Party impermissible under applicable standards of professional conduct. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof. Subject to attorney-client privilege, such cooperation shall include the retention and (upon the Indemnifying Party’s reasonable request) the provision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that any out-of-pocket cost incurred by the Indemnified Party in connection with such cooperation shall be at the Indemnifying Party’s expense. If the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnifying Party may only settle or compromise a Third Party Claim with the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, however, that the Indemnifying Party may settle or compromise such a Third Party Claim without the prior written consent of the Indemnified Party if such settlement or compromise (x) provides solely for the payment of money by the Indemnifying Party and includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim and to retain counsel and other experts to represent (y) does not subject the Indemnified Party and shall pay the fees and disbursements of such counsel and to any injunctive relief or other expertsequitable remedy. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to does not defend the Indemnified Party that against a Third Party Claim for which the Indemnifying Party assumes the defense or investigation of the Third Party Claimhas an indemnification obligation hereunder, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which whether by not giving the Indemnified Party reasonably deems necessary to protect its interests timely notice as provided above or those of otherwise, then the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel defend and other experts, but settle such Third Party Claim; provided that the fees and expenses amount of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defendsClaim, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may same be settled contested by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, then that portion thereof as to which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it such defense is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Partyunsuccessful, shall promptly pay to be the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request liability of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the bookshereunder, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partylimitations set forth in this ARTICLE VIII.

Third Party Claim. 10.6.1 If an Indemnity Claim by THEC or KeySpan involves any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand Action brought or other matter for which it or made by any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or (a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "“Third Party Claim"”), the Indemnified Party, shall give prompt written notice then if THX acknowledges in writing its obligation to indemnify THEC or KeySpan in respect of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim Claim, THX may elect (for purposes by written notice to THEC delivered within thirty (30) days of this notice by THEC to THX pursuant to Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right 10.5.1) to assume at its expense the defense or investigation of such Third Party Claim and using counsel reasonably acceptable to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other expertsTHEC. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails THX does not so elect to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the assume such defense, then such Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements Claim shall be at the expense of the Indemnifying Party) to file any motion, answer defended by THEC or other pleading and take KeySpan in such other action which the Indemnified Party manner as it reasonably deems necessary to protect its interests or those of appropriate (and the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other expertscosts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of THEC for such counsel defense shall constitute Damages), including entering a reasonable settlement thereof in which event the settlement plus THEC’s or KeySpan’s (as applicable) costs, fees and other experts expenses with respect thereto shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention Damage; provided that THEC shall not enter into any settlement of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim without the prior written consent of THX, which consent shall not be unreasonably withheld, unless THX and its Affiliates have no liability therefor, are not required to admit any liability and will not be bound by any restrictions or limitations on its or their conduct thereafter, and no negative precedent for future claims, actions or litigation against THX and its Affiliates will be established, in which case no consent shall be required. If the Indemnifying defense of a Third Party defendsClaim has been assumed by THX, orTHX shall cooperate with THEC or KeySpan in connection with such defense and shall permit THEC or KeySpan to participate therein; provided, if appropriate and related that THX shall not be liable to THEC or KeySpan under the provisions hereof for any legal or other expenses incurred by THEC or KeySpan (as applicable) in connection with THEC’s or KeySpan’s (as applicable) participation in the defense of such Third Party Claim after THX has elected to assume the defense thereof so long as THX is diligently contesting such Third Party Claim in questiongood faith, unless THEC or KeySpan is advised by outside counsel that an actual or potential conflict of interest exists between THEC or KeySpan (as applicable) and THX or that there are different or additional defenses available to THEC or KeySpan, as the case may be, that are not available to THX, in making which case THEC may engage separate counsel (the fees and costs of which shall be borne by THX). THX may not enter into any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No settlement of a Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyTHEC or KeySpan (as applicable), which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages , unless KeySpan and THEC and their respective Affiliates have no liability therefor, are not required to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein admit any liability and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's bound by any restrictions or limitations on its or their conduct thereafter, and no negative precedent for future claims, actions or litigation against KeySpan and THEC and their respective Affiliates will be established, in which case no consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partyrequired.

Third Party Claim. If any Party (In the event the facts giving rise to the claim for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified indemnification under this Article XIV and which has resulted 8 shall involve any action or could result in a liability owed threatened claim or demand by the Indemnified Party to a third party or a claim otherwise advanced by a any third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), within the earlier of, as applicable, ten (10) days after receiving notice of the filing of a lawsuit or thirty (30) days after receiving notice of the existence of a claim, demand, suit or proceeding (each a "Claim") giving rise to the claim for indemnification, the Indemnified Party, Party shall give prompt send written notice of the Third Party such Claim to the Indemnifying Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying PartyClaim Notice"), requesting indemnification therefor, specifying . The failure of the nature of and specific basis for Indemnified Party to give the Third Indemnifying Party the Claim and Notice shall not release the amount or estimated amount thereof to the extent then feasibleIndemnifying Party from liability under this Article 8; provided, however, a that the Indemnifying Party shall not be liable for losses incurred by the Indemnified Party which would not have been incurred but for the delay in the delivery of, or the failure to give deliver, the Claim Notice. Except as set forth below, the Indemnifying Party shall be entitled to defend such notice will not waive any rights Claim in the name of the Indemnified Party except at his or its own expense and through counsel of his or its own choosing. The Indemnifying Party shall give the Indemnified Party notice in writing within ten (10) days after receiving the Claim Notice from the Indemnified Party in the event the Claim is one involving an instituted suit or proceeding, or otherwise within thirty (30) days, of his or its intent to the extent the rights of do so. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are actually materially prejudiced by reasonably relevant to such failureThird Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through his or its own counsel, at his or its expense, but the Indemnifying Party shall have the right to assume control the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice Claim with counsel reasonably acceptable to the Indemnified Party Party. In the event that the Indemnifying Party assumes is controlling the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel Claim and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel negotiated a settlement thereof, which proposed settlement is final and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree unconditional as to the retention of such counsel parties thereto and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent contains an unconditional release of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant Party being liable for damages of any kind or nature or being otherwise required to pay any amount of money to any third party and does not include the immediately preceding sentence, to imposition of any restrictions on the extent it is determined part of the Indemnified Party or require that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Partymake an admission of guilt or liability or deliver a confession of judgment, shall promptly pay to the Indemnifying Party or any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunderother non-financial obligation which, at in the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations ASSET PURCHASE AGREEMENT - PAGE 26 judgment of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of renders such settlement unacceptable, the Indemnified PartyParty shall consent to such settlement.

Third Party Claim. (a) If Parent's Indemnity Claim involves any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand Action brought or other matter for which it or made by any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), the Indemnified Party, shall give prompt then Clorox may elect (by written notice to Parent delivered within 30 days of notice by Parent to Clorox pursuant to Section 10.5(a)) to assume at its expense the defense of such Third Party Claim Claim, including discussions with relevant Governmental Authorities, using counsel reasonably acceptable to the Party obligated Parent. If Clorox does not so elect to provide indemnity with respect to assume such defense, then such Third Party Claim shall be defended by Parent in such manner as it reasonably deems appropriate (and the costs, fees and expenses of Parent for purposes of this such defense shall constitute Damages in accordance with Section 14.3, the "Indemnifying Party"10.4), requesting indemnification thereforincluding entering a reasonable settlement thereof in which event the settlement plus Parent's costs, specifying fees and expenses with respect thereto shall be the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasibleDamages in accordance with Section 10.4; provided, however, a failure to give such notice will provided that Parent shall not waive enter into any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation settlement of such Third Party Claim without the prior written consent of Clorox, which consent shall not be unreasonably withheld, unless Clorox and its Affiliates have no liability therefor, are not required to retain counsel admit any liability and other experts to represent will not be bound by any restrictions or limitations on its or their conduct thereafter, and no negative precedent for future Claims, Actions or litigation against Clorox and its Affiliates will be established, in which case no consent shall be required. If the Indemnified Third Party Claim has been assumed by Clorox, Clorox shall cooperate with Parent in connection with such defense and shall pay permit Parent to participate therein; provided that Clorox shall not be liable to Parent under the provisions hereof for any legal or other expenses incurred by Parent in connection with Parent's participation in the defense of such Third Party Claim after Clorox has elected to assume the defense thereof so long as Clorox is diligently contesting such Third Party Claim in good faith, unless Parent is advised by outside counsel that an actual or potential conflict of interest exists between Parent and Clorox or that there are different or additional defenses available to Parent that are not available to Clorox, in which case Parent may engage separate counsel (the reasonable fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements which shall be at the expense of the Indemnifying Party) to file borne by Clorox). Clorox may not enter into any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses settlement of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyParent, which consent will shall not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages , unless Parent and its Affiliates have no liability therefor, are not required to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein admit any liability and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentencebound by any restrictions or limitations on its or their conduct thereafter, to the extent it is determined that the Indemnified Party has and no right under this Article XIV to be indemnified by the Indemnifying Partynegative precedent for future Claims, shall promptly pay to the Indemnifying Party any amounts previously paid Actions or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party litigation against Parent and its representatives full and complete access to the booksAffiliates will be established, records and properties of the Indemnified Party to the extent reasonably related to the matters to in which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access case no consent shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partyrequired.

Third Party Claim. If any Party (In the event that the Buyer seeks indemnification for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or and/or claim and/or proceeding and/or action and/or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed legal proceeding by the Indemnified Party to a third party or a claim otherwise advanced by a third party parties made against the Indemnified Party Group and/or the Buyer (any such items being herein called a "“Third Party Claim"” and the “Defendant”, respectively), the Indemnified Party, Buyer shall give prompt provide the Sellers with written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and Claim, shortly after its receipt (provided that failure to retain counsel and other experts to represent provide such notice shall not in any way relieve the Indemnified Party Sellers of their indemnity obligations hereunder), and shall pay reasonably allow the fees and disbursements Sellers to defend against any such Third Party Claim, with the Buyer’s reasonable cooperation, if necessary, at the expense of such counsel and other expertsthe Sellers. If The Sellers shall be entitled to assume the handling of a civil Third Party Claim, provided that: (a) the Sellers have notified the Buyer thereof within 30 10 days after of receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees have certified in advance and disbursements shall be at the expense in writing that they will bear all consequences of the Indemnifying Partyproceeding without any limits; and (b) the Defendant will be entitled to file any motionappoint, answer or other pleading and take such other action which at its own expense, another attorney on his behalf to handle the Indemnified Party reasonably deems necessary to protect its interests or those case jointly with the attorney on behalf of the Indemnifying Party until Sellers. The Sellers shall act within the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense framework of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree above in order to the retention of such counsel and other experts or (ii) the named parties to any bring such proceeding to conclusion. In any case, the Seller will not be entitled to bring a legal proceeding to conclusion by way of a settlement and/or arrangement and/or submit the dispute underlying the case to be resolved by way of a plea bargain, or admit any liability, unless with the prior written notice of the Buyer (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties other than in a settlement in which there is nothing but a monetary payment by the same counsel would, in Seller). Neither the opinion of counsel retained by Buyer nor the Indemnifying Party, be inappropriate due to actual Company may settle or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting pay any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim claims in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at if the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which defense is designated as confidential assumed by the Indemnified Seller, without the Seller’s prior written consent or under a judgment that has not been stayed. If the Seller does not assume the defense against a Third Party and which is not otherwise generally available to Claim as provided for above, the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access Buyer shall be subject entitled to conduct the normal safety regulations proceeding as it deems fit, including by way of the Indemnified Partya settlement, and shall not lose its entitlement to indemnification thereof or be granted under conditions which will not unreasonably interfere liable in any way to the Seller as a result thereof. The Seller shall fully cooperate with the business and operations of the Indemnified PartyBuyer in its efforts to defend against a Third Party Claim.

Third Party Claim. If any Party (In the event the facts giving rise to the claim for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified indemnification under this Article XIV and which has resulted 7 shall involve any action or could result in a liability owed threatened claim or demand by the Indemnified Party to a third party or a claim otherwise advanced by a any third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), within the earlier of, as applicable, ten (10) days after receiving notice of the filing of a lawsuit or thirty (30) days after receiving notice of the existence of a claim, demand, suit or proceeding (each a "Claim") giving rise to the claim for indemnification, the Indemnified Party, Party shall give prompt send written notice of the Third Party such Claim to the Indemnifying Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying PartyClaim Notice"), requesting indemnification therefor, specifying . The failure of the nature of and specific basis for Indemnified Party to give the Third Indemnifying Party the Claim and Notice shall not release the amount or estimated amount thereof to the extent then feasibleIndemnifying Party from liability under this Article 7; provided, however, a that the Indemnifying Party shall not be liable for losses incurred by the Indemnified Party which would not have been incurred but for the delay in the delivery of, or the failure to give deliver, the Claim Notice. Except as set forth below, the Indemnifying Party shall be entitled to defend such notice will not waive any rights Claim in the name of the Indemnified Party except at his or its own expense and through counsel of his or its own choosing. The Indemnifying Party shall give the Indemnified Party notice in writing within ten (10) days after receiving the Claim Notice from the Indemnified Party in the event the Claim is one involving an instituted suit or proceeding, or otherwise within thirty (30) days, of his or its intent to the extent the rights of do so. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are actually materially prejudiced by reasonably relevant to such failureThird Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party may elect, by notice in writing to the Indemnifying Party, to continue to participate through his or its own counsel, at his or its expense, but the Indemnifying Party shall have the right to assume control the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice Claim with counsel reasonably acceptable to the Indemnified Party Party. In the event that the Indemnifying Party assumes is controlling the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel Claim and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel negotiated a settlement thereof, which proposed settlement is final and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree unconditional as to the retention of such counsel parties thereto and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent contains an unconditional release of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant Party being liable for damages of any kind or nature or being otherwise required to pay any amount of money to any third party and does not include the immediately preceding sentence, to imposition of any restrictions on the extent it is determined part of the Indemnified Party or require that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Partymake an admission of guilt or liability or deliver a confession of judgment, shall promptly pay to the Indemnifying Party or any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunderother non-financial obligation which, at in the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations judgment of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of renders such settlement unacceptable, the Indemnified PartyParty shall consent to such settlement.

Third Party Claim. If With respect to any Third Party (for purposes Claim, the Indemnifying Party shall have the right, at its expense, to participate in or assume control of this Section 14.3the negotiation, an "Indemnified Party") becomes aware settlement or defence of a factthe Claim and, circumstancein such event, claim, situation, demand or other matter for which it or any other Indemnified the Indemnifying Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by shall reimburse the Indemnified Party to a third party or a claim otherwise advanced by a third party against for all the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party (any elects to assume such items being herein called a "Third Party Claim")control, the Indemnified Party, shall give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume participate in the defense negotiation, settlement or investigation defence of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay act on its behalf provided that the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of paid by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree consents to the retention of such counsel and other experts or (ii) unless the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and a representation of both parties the Indemnifying Party and the Indemnified Party by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, would be inappropriate due to the actual or potential differing interests between themthem (such as the availability of different defences). If requested the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party agrees to cooperate with shall, forthwith after receipt of the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting difference from the Third Party ClaimParty, or any cross-complaint against any Person. No Third Party Claim may be settled by pay the Indemnified Party without the consent amount of such difference to the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Party.

Third Party Claim. If any legal proceeding or Third Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand Claim shall be instituted or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced asserted by a third party against entitled to indemnification hereunder (the Indemnified Party “Indemnitee”), Indemnitee shall notify the party obligated to indemnify the Indemnitee (any such items being herein called a "the “Indemnitor”) in writing of said Third Party Claim"). The failure of the Indemnitee to give reasonably prompt notice thereof Claim shall not release, waive or otherwise affect Indemnitor’s obligations with respect thereto except to the Indemnified Partyextent that the Indemnitor is prejudiced as a result of such failure. Indemnitor shall have the right, at its expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim. If Indemnitee elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall give prompt do so at its own expense and shall within 30 days notify Indemnitor whether or not it shall do so. If Indemnitor elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim, Indemnitee may defend against, negotiate, settle or otherwise deal with such Third Party Claim, and Indemnitor shall promptly, and in any event within 20 days after demand therefor, reimburse the Indemnitee for the reasonable costs and expenses of such defense, including attorneys’ fees and other Losses incurred by Indemnitee in connection therewith. If Indemnitor shall assume the defense of any Third Party Claim, Indemnitee may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that Indemnitee shall be entitled to participate in any such defense with separate counsel at the expense of Indemnitor if, (i) so requested by Indemnitor or (ii) in the reasonable mutual opinion of counsel to Indemnitee and Indemnitor, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim, and the Party assuming the defense of any Third Party Claim shall keep the other Party reasonably informed at all times of the progress and development of its defense of and compromise efforts with respect thereto shall furnish the other Party with copies of all relevant pleadings, correspondence and other documents. Notwithstanding anything herein to the contrary, neither Indemnitor nor Indemnitee shall, without the written notice consent of the other, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless (i) the claimant and such Party provide to the other Party an unqualified release from all liability in respect of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both settlement, compromise, or judgment involves only the Indemnifying Party and the Indemnified Party and representation payment of both parties money damages by the same counsel would, in Indemnitor and does not impose an injunction or other equitable relief on the opinion of counsel retained by Indemnitee or impose any restrictions on the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent operation of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent business of the Indemnified PartyCompany, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid Purchaser or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified PartyAffiliates.

Third Party Claim. If any Party of the Buyer Indemnified Parties or the Seller Indemnified Parties intends to seek indemnification pursuant to the provisions of Sections 9.2 or 9.3 hereof (for purposes of this Section 14.3, each an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), the respective Indemnified Party, Party shall promptly give prompt written notice of the Third Party Claim hereunder to the other Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party")) after obtaining written notice of any claim, requesting indemnification thereforinvestigation, specifying or the nature service of a summons or other initial or continuing legal or administrative process or Proceeding in any action instituted against the Indemnified Party as to which recovery or other action may be sought against the Indemnified Party pursuant to Sections 9.2 or 9.3 hereof. The Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasibleany litigation resulting from such claim; provided, however, that the Indemnified Party shall not be required to permit such an assumption of the defense of any claim or Proceeding which, if not first paid, discharged or otherwise complied with, would result in a material interruption or disruption of the business of the Indemnified Party, or any material part thereof. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice will not waive any rights of (or by delay by the Indemnified Party except in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party are actually shall have been materially prejudiced as a result of the failure to give, or delay in giving, such notice. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim, investigation or Proceeding shall include taking all steps necessary in the defense or settlement of such claim, investigation or Proceeding and holding the Indemnified Party harmless from and against any and all Losses arising from, in connection with or incident to any settlement approved by the Indemnifying Party or any judgment entered in connection with such failureclaim, investigation or Proceeding (subject to the remaining Allowed Deductible, if any, which shall be paid by Buyer, and indemnification limits set forth in this Agreement), except where, and only to the extent that, the Indemnifying Party has been prejudiced by the actions or omissions of the Indemnified Party. Notwithstanding the foregoing, the assumption of the defense of any claim, investigation or Proceeding by the Indemnifying Party shall not constitute an admission of responsibility to indemnify or in any manner impair or restrict the Indemnifying Party's rights to later seek to be reimbursed its costs and expenses if indemnification under this Agreement with respect to such claim, investigation or Proceeding was not required. The Indemnifying Party shall have the right to assume not, in the defense or investigation of such Third claim or any Proceeding resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party Claim (which consent shall not be unreasonably withheld, delayed or conditioned) or enter into any settlement (except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or admission of any violation of Applicable Law and no material effect on any claims that could reasonably be expected to retain be made against the Indemnified Party, (ii) the sole relief provided is monetary damages that are paid in full for Losses (subject to the remaining Allowed Deductible, if any, which will be paid by Buyer, but which payment does not exceed the indemnification limits set forth in this Agreement), and (iii) the settlement shall include the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. If the Indemnifying Party assumes the defense of such claim, investigation or Proceeding resulting therefrom, the Indemnified Party shall be entitled to participate in the defense of the claim, but solely by observation and comment to the Indemnifying Party, and the counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and other experts expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, or (ii) the Indemnifying Party's legal counsel shall advise the Indemnifying Party in writing, with a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party and such Indemnified Party's counsel may appear on its behalf in any Proceeding, notwithstanding the first sentence of this paragraph. In no event, however, shall the Indemnifying Party be obligated to pay the fees costs and disbursements expenses of more than one such separate counsel and other expertsfor any one complaint, claim, action or Proceeding in any one jurisdiction. If within 30 days the Indemnifying Party does not assume the defense of any such claim by a Third Party or litigation resulting therefrom after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel may defend against such claim or litigation in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Personsuch manner as it reasonably deems appropriate. No Third Party Claim may be settled by the The Indemnified Party may not settle such claim or litigation without the written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Each Party shall grant the cooperate in good faith and in all respects with each Indemnifying Party and its representatives full (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Proceedings (and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relatesany appeal arising therefrom) or any claim. The Indemnifying Party will not disclose Parties shall cooperate with each other in any notifications to and information requests of any third person (except its representatives) insurers. No individual representative of any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the publicPerson, or their respective Affiliates, shall be personally liable for any Loss or Losses under this Agreement, except as may be required specifically agreed to by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partysaid individual representative.

Third Party Claim. If (a) In the event any Party (claim for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified indemnification under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or VII is based on a claim otherwise advanced asserted by a third party against the (i.e., a Person other than a party hereto or its Affiliates or agents), including any derivative or other Claims brought on behalf of an Indemnified Party (any such items being herein called a "Third “Third-Party Claim"”), the Indemnified Party, shall give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give right, exercisable by written notice to the Indemnified Party that within thirty (30) days of receipt of a Claims Notice, in which the Indemnifying Party assumes acknowledges its obligation to indemnify and hold harmless the Indemnified Party in full, to assume and conduct the defense or investigation of the Third underlying Third-Party ClaimClaim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, an that the Indemnified Party may retain separate co-counsel at its sole cost and other experts (whose fees expense and disbursements shall be at participate in the expense defense of the Indemnifying Party) to file Third-Party Claim (other than any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such separate counsel and other experts that are incurred prior to the date the Indemnifying Party effectively assume control of the defense, which, notwithstanding the foregoing, shall be at borne by the expense Indemnifying Party). Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of the defense of any Third-Party Claim and shall pay the reasonable fees and out-of-pocket expenses of a single counsel retained by all such Indemnified Parties with respect to such Third-Party Claim if: (i) the Third-Party Claim seeks non-monetary, equitable or injunctive relief, (ii) alleges violations of criminal law, or (iii) includes as the named parties in any such Third-Party Claim both an Indemnified Party and an Indemnifying Party, and either a defense is available to an Indemnified Party that is not available to an Indemnifying Party or applicable ethical guidelines provide that, in either case, it would be inappropriate to have the same counsel represent both parties. If the Indemnifying Party has assumed such defense as provided in this Section 7.6(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnified Party in connection with the defense of such claim. If the Indemnifying Party does not assume the defense of any Third-Party Claim in accordance with this Section 7.6(b), the Indemnified Party unless (i) may continue to defend such claim at the reasonable cost of the Indemnifying Party and the Indemnified Indemnifying Party mutually agree to may still participate in, but not control, the retention defense of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Third-Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by Claim at the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party ’s sole cost and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partyexpense.

Third Party Claim. If (a) Upon obtaining knowledge thereof Purchaser shall promptly notify the Vendor in writing of (a) any Party claim or demand; or (for purposes b) any assessment or reassessment Taxes, which the Purchaser has determined has given or could give rise to a right of indemnity from the Vendor under this Section 14.3, an "Indemnified Party") becomes aware Agreement. In the case of a factTax Reassessment, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed the Purchaser shall notify the Vendor thereof no later than ten (10) days following the receipt of same. The failure by the Indemnified Party Purchaser to give such notice (and within the required delay) shall not relieve the Vendor from any Liability they shall otherwise have pursuant to this Agreement except to the extent the Vendor is actually materially prejudiced by such failure of notice, including in the case of a Tax Reassessment, sufficient time to object to same. If such claim or demand relates to a third party claim or a claim otherwise advanced demand asserted by a third party against the Indemnified Party Purchaser or the Corporation or Glutino USA (any such items being herein called a "“Third Party Claim"”), the Indemnified Party, shall give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party Vendor shall have the right to assume defend the defense or investigation same at its own cost and expense with counsel of such Third Party Claim and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of its own selection (so long as such counsel and other experts. If is reasonably acceptable to the Purchaser) if within 30 ten (10) days after receipt of receiving written notice from the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation Purchaser of the Third Party Claim, an Indemnified the Vendor delivers written notice to the Purchaser of its intention to assume and defend such Third Party may retain counsel and other experts Claims, provided that: (whose fees and disbursements i) the Purchaser shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall all times have the right to retain fully participate in the defence with counsel of its choosing at its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or expense; (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate seeks only monetary damages and related to Third Party Claim in question, in making does not seek any counterclaim injunctive or other relief against the person asserting Purchaser or any of its Affiliates, including the Corporation or Glutino USA; (iii) the Vendor acknowledges in writing its obligation to indemnify and hold the Purchaser Indemnified Parties harmless with respect to the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled ; and (iv) counsel chosen by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages Vendor is satisfactory to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in moneyPurchaser, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partyacting reasonably.

Third Party Claim. If With respect to any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such items being herein called a "Third Party Claim"), the following procedure shall apply. Promptly after receipt by an Indemnified Party, shall give prompt written Party of notice of the an action arising from a Third Party Claim such Indemnified Party shall, if a claim in respect thereof is to be made against Indemnifying Party give notice to the Indemnifying Party obligated of such action, but the failure so to provide indemnity with respect notify the Indemnifying Party shall not relieve it of any liability that it may have to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights Indemnifying Party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party are actually materially prejudiced by such failure. The of the commencement thereof, the Indemnifying Party shall have be entitled to participate therein and, to the right extent that it shall elect, to assume the defense or investigation of such Third Party Claim and to retain thereof with its counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days and, after receipt of the request (or five days if litigation is pending) notice from the Indemnifying Party fails to give notice such Indemnified Party, of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party that for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party in connection with the defense thereof. If Indemnifying Party assumes the defense of such an action, (a) no compromise or investigation of settlement thereof may be effected by the Third Indemnifying Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of without the Indemnifying Party's consent (which shall not be unreasonably withheld) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) there is no finding or admission or any violation of law or any violation of the Indemnifying Party rights of any person and no effect on any other claims that may be made against the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (b) the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the -27- Indemnifying Party and shall have no liability with respect to any compromise or settlement thereof effected without its counsel in contesting any Third Party Claim consent (which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will shall not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Party.

Third Party Claim. If any Party (In the event that the Buyer seeks indemnification for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situation, demand or and/or claim and/or proceeding and/or action and/or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed legal proceeding by the Indemnified Party to a third party or a claim otherwise advanced by a third party parties made against the Indemnified Party Group and/or the Buyer (any such items being herein called a "“Third Party Claim"” and the “Defendant”, respectively), the Indemnified Party, Buyer shall give prompt provide the Sellers with written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Third Party Claim and Claim, shortly after its receipt (provided that failure to retain counsel and other experts to represent provide such notice shall not in any way relieve the Indemnified Party Sellers of their indemnity obligations hereunder), and shall pay reasonably allow the fees and disbursements Sellers to defend against any such Third Party Claim, with the Buyer’s reasonable cooperation, if necessary, at the expense of such counsel and other expertsthe Sellers. If The Sellers shall be entitled to assume the handling of a civil Third Party Claim, provided that: (a) the Sellers have notified the Buyer thereof within 30 10 days after of receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees have certified in advance and disbursements shall be at the expense in writing that they will bear all consequences of the Indemnifying Partyproceeding without any limits; and (b) the Defendant will be entitled to file any motionappoint, answer or other pleading and take such other action which at its own expense, another attorney on his behalf to handle the Indemnified Party reasonably deems necessary to protect its interests or those case jointly with the attorney on behalf of the Indemnifying Party until Sellers. The Sellers shall act within the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense framework of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree above in order to the retention of such counsel and other experts or (ii) the named parties to any bring such proceeding to conclusion. In any case, the Seller will not be entitled to bring a legal proceeding to conclusion by way of a settlement and/or arrangement and/or submit the dispute underlying the case to be resolved by way of a plea bargain, or admit any liability, unless with the prior written notice of the Buyer (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties other than in a settlement in which there is nothing but a monetary payment by the same counsel would, in Seller). Confidential Treatment Requested by SHL Telemedicine Ltd. Pursuant to 17 C.F.R. §200.83 Neither the opinion of counsel retained by Buyer nor the Indemnifying Party, be inappropriate due to actual Company may settle or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting pay any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim claims in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at if the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which defense is designated as confidential assumed by the Indemnified Seller, without the Seller’s prior written consent or under a judgment that has not been stayed. If the Seller does not assume the defense against a Third Party and which is not otherwise generally available to Claim as provided for above, the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access Buyer shall be subject entitled to conduct the normal safety regulations proceeding as it deems fit, including by way of the Indemnified Partya settlement, and shall not lose its entitlement to indemnification thereof or be granted under conditions which will not unreasonably interfere liable in any way to the Seller as a result thereof. The Seller shall fully cooperate with the business and operations of the Indemnified PartyBuyer in its efforts to defend against a Third Party Claim.

Third Party Claim. If any Party (for purposes of this Section 14.3, an "Indemnified Party") becomes aware of a fact, circumstance, claim, situationaction, demand suit or other matter for which it proceeding is filed or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed by the Indemnified Party to a third party or a claim otherwise advanced initiated by a third party against any Party entitled to the Indemnified Party benefit of indemnity hereunder (any such items being herein called each, a "“Third Party Claim"”), the Indemnified Party, shall give prompt written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within three (3) days after the service of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3, the "Indemnifying Party"citation or summons), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a that the failure of any indemnified party to give such timely notice will shall not waive any affect rights of the Indemnified Party to indemnification hereunder except to the extent that the rights of the Indemnifying Party are actually materially prejudiced indemnifying party demonstrates actual damage caused by such failure. The Indemnifying After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such Third Party Claim, then the indemnifying party shall have the right be entitled, if it so elects, to assume take control of the defense or and investigation of such Third Party Claim and to retain counsel employ and other experts engage attorneys of its own choice to represent handle and defend the Indemnified Party and shall pay the fees and disbursements of same, such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails attorneys to give notice be reasonably satisfactory to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claimindemnified party, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the indemnifying party’s cost, risk and expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party (unless (i) the Indemnifying Party and indemnifying party has failed to assume the Indemnified Party mutually agree to the retention defense of such counsel and other experts Third Party Claim or (ii) the named parties to any such proceeding (including any impleaded parties) Third Party Claim include both of the Indemnifying Party indemnifying party and the Indemnified Party indemnified party, and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party indemnified party and its counsel determine in contesting any Third Party Claim which good faith that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the Indemnifying Party defendsindemnifying party and that joint representation would be inappropriate), or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the compromise or settle such Third Party Claim, which compromise or any cross-complaint against any Personsettlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. No The indemnified party may withhold such consent if such compromise or settlement would adversely affect the conduct of business or requires less than an unconditional release to be obtained. If (i) the indemnifying party fails to assume the defense of such Third Party Claim within 15 days after receipt of notice thereof pursuant to this Section 11.2, or (ii) the named parties to such Third Party Claim include both the indemnifying party and the indemnified party and the indemnified party and its counsel determine in good faith that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party and that joint representation would be inappropriate, the indemnified party against which such Third Party Claim has been filed or initiated will (upon delivering notice to such effect to the indemnifying party) have the right to participate, at the indemnifying party’s cost and expense, in the defense, compromise or settlement of such Third Party Claim; provided, however, that such Third Party Claim shall not be compromised or settled by the Indemnified Party without the written consent of both the Indemnifying Partyindemnified and the indemnifying party, which consent will shall not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such The indemnifying party shall be liable for any settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no of any Third Party Claim may be settled without the consent of the Indemnified Party, which consent will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent effected pursuant to and in accordance with this Section 11.2 and for any final judgment (subject to any right of appeal), and the immediately preceding sentenceindemnifying party agrees to indemnify and hold harmless the indemnified party from and against any Losses by reason of such settlement or judgment. Regardless of whether the indemnified party participates in the defense, to the extent it is determined that indemnifying party will pay reasonable costs and expenses in connection with the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Partydefense, shall promptly pay to the Indemnifying Party compromise or settlement for any amounts previously paid or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partythis Section 11.2.

Third Party Claim. If any (a) The Indemnifying Party (for purposes of under this Section 14.33 shall have the right, an "Indemnified Party") becomes aware of a factbut not the obligation, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV and which has resulted or could result in a liability owed exercisable by written notice to the Indemnified Party to within thirty (30) days of receipt of a third party or a claim otherwise advanced by a third party against Third Party Claim Notice from the Indemnified Party (any such items being herein called a "Third Party Claim")with respect thereto, to assume, conduct and control, through counsel of its choosing that is reasonably acceptable to the Indemnified Party, shall give prompt written notice of the any Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.3Claim, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or estimated amount thereof to the extent then feasible; provided, however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of that the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall not have the right to assume the defense of any Third Party Claims if (i) the Indemnified Party shall have one or investigation more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party, (ii) such litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the litigation in a timely fashion (but in any event within thirty (30) days of the Third Party Claim Notice). If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in any Third Party Claim at its expense, and the Indemnifying Party shall not settle such Third Party Claim unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defense or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense unconditional release of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree Party, from all liability with respect to the retention of matters that are subject to such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled otherwise shall have been approved by the Indemnified Party without the consent of the Indemnifying Party, which consent will not be unreasonably withheld. Unless the Indemnifying Party agrees in writing that the Damages to the Indemnified Party resulting from such settlement are fully covered by the indemnities provided herein and that such Damages are fully compensable in money, no Third Party Claim may be settled without the consent of the Indemnified Party, which consent will such approval not to be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the immediately preceding sentence, to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, shall promptly pay to the Indemnifying Party any amounts previously paid conditioned or advanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of notice of a Third Party Claim hereunder, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (except its representatives) any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with the business and operations of the Indemnified Partydelayed.