Common use of Assumption of Defense Clause in Contracts

Assumption of Defense. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.7(a) of the assertion of a third-party claim, the Indemnifying Person shall be entitled to participate in the defense of such third-party claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Person.

Assumption of Defense. If an any action, suit, proceeding (including any governmental or regulatory investigation), claim or demand (“Action”) shall be brought or asserted against any person indemnified by subsection (1) above in respect of which indemnity may be sought pursuant to this Article 6, the Indemnified Person gives notice shall notify promptly the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing. The omission to notify promptly the Indemnifying Person pursuant shall not relieve the Indemnifying Person from any liability which it may have to Section 6.7(a) any Indemnified Person, except to the extent that the delayed notification or absence of notification has significantly impaired the Indemnifying Person’s ability to influence the outcome of the assertion Action or led to an increased loss. Promptly upon receipt of a third-party claimsuch notice from the Indemnified Person, the Indemnifying Person shall be entitled may retain legal advisers reasonably satisfactory to participate in the Indemnified Person to represent the Indemnified Person and may assume the defense of such third-party claim andAction. In any Action for which the Indemnifying Person has assumed the defense and retained legal advisers, any Indemnified Person shall have the right to retain its own legal advisers, but the extent that it wishes (fees and expenses of such legal advisers shall be the liability of such Indemnified Person unless any of the following circumstances occur in which case they shall be the liability of the Indemnifying Person: (i) the Indemnifying Person is also has failed within a person against whom the third-party claim is made and reasonable time to retain legal advisers reasonably satisfactory to the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the parties in any such Action include both the Indemnifying Person fails to provide reasonable assurance to and the Indemnified Person and representation of its financial capacity both parties by the same legal advisers would be inappropriate due to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to actual or potential differing interests between them or (iii) the Indemnified Person of its election could raise defenses in the Action which are not available to assume the defense of such third-party claim, the Indemnifying Person. The Indemnifying Person shall not, so long as it diligently conducts such defensein connection with any Action or related action in the same jurisdiction, be liable (except as mentioned above) for the fees and expenses of more than one separate firm of legal advisers reasonably incurred (in addition to any local legal advisers) for all Indemnified Persons, and all such fees and expenses shall be reimbursed as they are incurred. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person under this Article VI for any fees is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense from all liability arising out of such third- party claimaction or claim and (ii) does not include a statement as to or an admission of fault, other than reasonable costs culpability or a failure to act, by or on behalf of investigationany Indemnified Person. If the Indemnifying An Indemnified Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person shall not settle any Action without the Indemnified Person's consent, unless (x) there is no finding or admission consent of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect , such consent not to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Personunreasonably withheld.

Assumption of Defense. If After receipt by an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.7(aunder subsection (1) or (3) (each an “Indemnified Person”) of notice of the commencement of any action, proceeding (including any governmental of official proceeding) or the assertion of a third-party claimclaim (each an “Action”) for which an indemnification can be requested under this Article 12, such Indemnified Person shall promptly notify the person which is obliged to indemnify and hold harmless (each an “Indemnifying Person”) in writing of the commencement of the Action. The omission to promptly notify the Indemnifying Person shall not relieve it from any liability which it may have to any Indemnified Person, unless a delayed notice or the omission of a notice has materially adversely affected the possibility of the Indemnifying Person to affect the outcome of the Action or led to an increased loss. Promptly upon such notice by the Indemnified Person, the Indemnifying Person shall be entitled to participate engage counsel reasonably satisfactory to the Indemnified Person in order to represent this person and other persons named by the Indemnifying Person in connection with the Action, shall be entitled to assume the defense thereof; the fees and expenses of such third-party claim andcounsel shall be at the expense of the Indemnifying Person. In any Action where the Indemnifying Person has assumed the defense and has engaged counsel, any Indemnified Party shall have the right to retain its own counsel. The fees and expenses of such counsel shall be at the extent that it wishes expense of the Indemnified Party, unless (unless for the avoidance of doubt, in such events fees and cost shall be at the expense of the Indemnifying Person): (i) the Indemnifying Person is also did not engage a person against whom the third-party claim is made and counsel reasonably satisfactory to the Indemnified Person determines in good faith that joint representation would be inappropriate without undue delay (ohne schuldhaftes Zögern) or (ii) the named parties to any such Action include both the Indemnifying Person fails to provide reasonable assurance to and the Indemnified Person and representation of its financial capacity both parties by the same counsel would be inappropriate due to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume actual or potential differing interests between them or (iii) the defense of such third-party claim with counsel satisfactory Indemnified Party could submit defenses not available to the Indemnified Indemnifying Person. After notice from the The Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person Party shall not, so long as it diligently conducts such defensein respect of an Action or a proceeding related thereto in the same jurisdiction, be liable to for the Indemnified Person under this Article VI for any fees and expenses of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently more than one separate firm; all fees and costs shall be reimbursed as soon as they are incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Person.

Assumption of Defense. If an Indemnified Person gives In the event of a Third Party Claim, Buyer (if the Buyer Indemnifying Parties are the Indemnifying Party) or the Seller (if the Seller Parties are the Indemnifying Party), by written notice delivered to the Indemnifying Person Seller (on behalf of the Seller Indemnified Parties if such Persons are the Indemnified Party) or Buyer (on behalf of the Buyer Indemnified Parties if such Persons are the Indemnified Party), within fifteen (15) days after receiving Buyer’s or the Seller’s (as applicable) notice pursuant to Section 6.7(a) of the assertion of a third-party claim8.5(a), the Indemnifying Person shall be entitled may elect to participate in assume the defense of the Third Party Claim; provided, that upon such third-party claim and, election to the extent that it wishes (unless assume the defense of the Third Party Claim (i) the Indemnifying Person is also a person against whom the third-party claim is made and Party must notify the Indemnified Person determines Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in good faith that joint representation would be inappropriate the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Person fails to Party must provide reasonable assurance the Indemnified Party with evidence reasonably acceptable to the Indemnified Person of its Party that the Indemnifying Party will have the financial capacity resources to defend such third-party claim against the Third Party Claim and provide fulfill its indemnification obligations hereunder, (iii) the Third Party Claim must involve only money damages and does not seek an injunction or other equitable relief, (iv) the settlement of, or an adverse judgment with respect to, the Third Party Claim must not be, in the reasonable judgment of the Indemnified Party, likely to such third-party claim)establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, to assume (v) the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently, (vi) such third-party Third Party Claim must not involve any criminal liability or any admission of criminal wrongdoing, or any claim with counsel satisfactory to by a Governmental Authority, customer, supplier, vendor, distributor, licensor, employee, or contractor of the Indemnified PersonParty, and (vii) such Third Party Claim does not involve or relate to any Company Intellectual Property or Intellectual Property of another Person (the conditions set forth in clauses (i) through (vii) are, collectively, the “Litigation Conditions”). After notice from Additionally, the Indemnifying Person Party will lose its right to the Indemnified Person contest, defend, litigate and settle a Third Party Claim if it (x) fails to accept a tender of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it Third Party Claim in accordance with Section 8.5(a) or (y) abandons or fails to diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes pursue the defense of a third-party claimThird Party Claim in the reasonable judgment of the Indemnified Party. In such event, no including if any of the Litigation Conditions exist, the Indemnified Party will have the right to conduct and control, through counsel of its choosing and at the expense of the Indemnifying Party, the defense, compromise or settlement of any such third-party claims may be effected by Third Party Claim, subject to the applicable limitations set forth in Section 8.5(a). If Buyer (on behalf of the Buyer Indemnifying Parties if such Persons are the Indemnifying Person without Party) or the Indemnified Person's consent, unless Seller (x) there is no finding or admission of any violation of Legal Requirement or any violation on behalf of the rights of any person; (y) the sole relief provided is monetary damages that Seller Parties if such Persons are paid in full by the Indemnifying Person; and Party) so assumes any such defense, Buyer (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person on behalf of the assertion Buyer Indemnifying Parties) or the Seller (on behalf of any third-party claim and the Indemnifying Person does notSeller Parties), within 10 days after the Indemnified Person's notice is givenas applicable, give notice to the Indemnified Person of its election to assume shall conduct the defense of the Third Party Claim actively and diligently. Buyer (on behalf of the Buyer Indemnifying Parties if such third-party claim, Persons are the Indemnifying Person will be bound by any determination made in Party) or the Seller (on behalf of the Seller Parties if such third-party claim or any Persons are the Indemnifying Party), as applicable, shall not compromise or settlement effected by settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of the Seller (on behalf of the Seller Indemnified Parties if such Persons are the Indemnified PersonParty) or Buyer (on behalf of the Buyer Indemnified Parties if such Persons are the Indemnified Party), which consent shall not be unreasonably withheld or delayed, unless the Indemnifying Party refuses to acknowledge any obligation to indemnify such Indemnified Party hereunder (in which case the consent of the Indemnifying Party shall not be required).

Assumption of Defense. If an the Indemnifying Person shall ---------------------- acknowledge in a writing to the Indemnified Person gives notice that the Indemnified Person is entitled to indemnification pursuant to Section 13.2 or 13.3, as applicable, for all Losses arising out of such Third Party Claim, then the Indemnifying Person shall have the right to assume the defense of any Third Party Claim at its own expense and by its own counsel, which counsel shall be reasonably satisfactory to the Indemnified Person; provided, however, that the Indemnifying Person shall not have the right to assume the defense of any Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Indemnified Person shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Person which are different from or in addition to those available to the Indemnifying Person pursuant to Section 6.7(a) Person, and, in the reasonable opinion of the assertion Indemnified Person, counsel for the Indemnifying Person could not adequately represent the interests of the Indemnified Person because such interests could be in conflict with those of the Indemnifying Person, (ii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Person or (iii) the Indemnifying Person shall not have assumed the defense of the Third Party Claim in a timely fashion. Notwithstanding the foregoing, if with respect to any claim related to Taxes, the Indemnified Person reasonably determines that the contest of such claim cannot be reasonably separated from, or may significantly impact other Taxes, Tax Returns or claims affecting the Indemnified Person, such Indemnified Person may elect to control the contest of such claim, subject to the provisions of Section 7.5(d). Subject to the next sentence, if the Indemnifying Person assumes the defense of a third-party claimThird Party Claim, the Indemnifying Person shall not be entitled to participate in the defense of such third-party claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI responsible for any fees of legal or other counsel or any other expenses with respect to the defense of such third-party claim, in each case costs subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigationthereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the obligation) to participate in the defense of a third-party claimthereof and to employ counsel, no compromise or settlement of such third-party claims may be effected by at its own expense, separate from the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full counsel employed by the Indemnifying Person; and provided, however, that in the event (zi) the Indemnified Person shall have no liability with respect Party determines that a conflict of interest exists; or (ii) the Indemnifying Party fails to any compromise or settlement actively and diligently conduct the defense of such third-party claims effected without its consentThird Party Claim, then in either such event, the Indemnified Party, after twenty (20) days prior notice to the Indemnifying Party, may hire separate counsel, at the Indemnifying Party's expense. Whether or not the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, the Buyer and the Seller agree to reasonably cooperate in the defense or prosecution thereof. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of not exercise its election right to assume the defense of such third-party claima Third Party Claim, the Indemnifying Person will shall nevertheless be bound by any determination made entitled to participate in such third-party claim or any compromise or settlement effected by the Indemnified Persondefense with its own counsel and at its own expense.

Assumption of Defense. If an Indemnified Person gives notice to the The Indemnifying Person pursuant to Section 6.7(a) of the assertion of a third-party claim, the Indemnifying Person Party shall be entitled to participate in the defense of such third-party claim andany Third Party Claim that is the subject of a notice given by the Indemnified Person pursuant to Section 9.2.6(a). In addition, upon written notice to the extent Indemnified Person, the Indemnifying Party shall have the right to defend the Indemnified Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Person; provided, however, that it wishes if the Third Party Claim involves any material customer or material supplier of any of the Acquired Companies, the Indemnifying Party shall not be entitled to defend or assume control of the defense of such Third Party Claim and may not consent to the entry of any judgment or enter into any compromise or settlement with respect to, such Third Party Claim unless such Indemnifying Party agrees to be (unless or in the case of an indemnity claim brought under Section 9.2.1 or Section 9.2.2, the Holders’ Representative agrees on behalf of the Holders that the Holders will be) fully responsible for all Losses arising from or relating to such Third Party Claim, subject to the other limitations and procedures in this Article 9. In such event, the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (though not of record, and shall not communicate with the Person asserting the Third Party Claim, or such Person’s Representatives, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed)); provided, however, that if (i) there exists, or would reasonably be likely to exist, a conflict of interest that would make it inappropriate in the Indemnifying Person is also a person against whom the third-party claim is made and commercially reasonable judgment of the Indemnified Person determines in good faith that joint representation would be inappropriate for the same counsel to represent both the Indemnified Person and the Indemnifying Party, or (ii) the Indemnified Person elects to pursue one or more defenses or counterclaims available to it that are inconsistent with one or more of those that are being pursued by the Indemnifying Person fails to provide reasonable assurance to Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Person of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume may participate in the defense of (but not compromise or settle) such third-party claim with Third Party Claim and may retain its own counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to in each jurisdiction for which the Indemnified Person reasonably determines counsel is required, at the expense of its election to assume the defense of such third-party claimIndemnifying Party. Notwithstanding the foregoing, the Indemnifying Person Party shall not, so long as it diligently conducts such defense, be liable not consent to the Indemnified Person under this Article VI for entry of any fees of other counsel judgment or enter into any other expenses compromise or settlement with respect to the defense Third Party Claim without the prior written consent of such third-party claim, in each case subsequently incurred by the Indemnified Person (such consent not to be unreasonably withheld, conditioned or delayed) unless such judgment, compromise or settlement (i) provides for the payment of money as sole relief for the claimant and (ii) subject to the making of such payment, results in the full and general release of such Indemnified Person from all liabilities arising from or relating to the Third Party Claim. For the avoidance of doubt, any amounts paid or to be paid by an Indemnifying Party in respect of its attorneys’ fees and other experts and professionals expenses incurred in connection with the defense of such third- party claimits defense, settlement or other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission resolution of any violation Third Party Claims, shall not be deemed to be Losses for purposes of Legal Requirement or any violation of this Article 9, and, in the rights case of any person; (y) indemnification claim under Section 9.2.1, shall in no event be paid from the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified PersonIndemnity Escrow Funds.

Assumption of Defense. If an Indemnified Person gives notice to the The Indemnifying Person pursuant to Section 6.7(a) of the assertion of a third-party claimParty, the Indemnifying Person shall at its sole cost and expense, will be entitled to participate in the defense of such third-party claim andany Third Party Claim that is the subject of a notice given by or on behalf of any Indemnified Person pursuant to Section 9.04(a). In addition, the Indemnifying Party will have the right, at its sole cost and expense, to defend the extent that it wishes (unless Indemnified Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Person so long as (i) the Indemnifying Person is also a person against whom Party gives written notice that they or it will defend the third-party claim is made and Third Party Claim to the Indemnified Person determines within fifteen (15) days after the Indemnified Person has given notice of the Third Party Claim under Section 9.04(a) stating that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Person from and against the entirety of any and all Losses (subject to the limitations set forth in good faith that joint representation would be inappropriate Sections 9.01, 9.02, and 9.03) the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, subject to the limitations set forth in this ARTICLE IX, (ii) the Indemnifying Party provides the Indemnified Person fails to provide reasonable assurance with evidence reasonably acceptable to the Indemnified Person of its that the Indemnifying Party will have adequate financial capacity resources to defend such third-party claim against the Third Party Claim and provide fulfill its indemnification with respect to such third-party claim)obligations hereunder, to assume (iii) the defense of such third-party claim with counsel satisfactory to Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person. After notice from the Indemnifying Person to , (iv) the Indemnified Person of its election has not been advised by counsel that a conflict exists or would reasonably be expected to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to arise between the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to and the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person Indemnifying Party in connection with the defense of such third- party claimthe Third Party Claim, other than reasonable costs (v) the Third Party Claim does not arise in connection with Taxes or any criminal regulatory enforcement Action or an Action on behalf of investigation. If a regulatory authority which would reasonably be expected to result in criminal penalties, sanctions or material Losses, and (vi) the Indemnifying Person assumes Party conducts the defense of a thirdthe Third Party Claim actively and diligently. The Indemnified Person may retain separate co-party claimcounsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, no compromise or settlement of such third-party claims may be effected by that the Indemnifying Person without Party will pay the Indemnified Person's consent, unless (x) there is no finding or admission fees and expenses of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full separate counsel retained by the Indemnifying Person; and (z) the Indemnified Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim. The party controlling the defense of any Third Party Claim shall have no liability keep the other party reasonably advised of the status of proceedings with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim Third Party Claim and the Indemnifying Person does not, within 10 days after defense thereof and shall consider in good faith recommendations made by the Indemnified Person's notice is given, give notice other party with respect thereto (provided that no party shall be required to provide information to the Indemnified Person of its election extent it is subject to assume attorney-client privilege or such information may be reasonably relevant to a direct claim among the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Personparties).

Assumption of Defense. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.7(a) 7.5.1 of the assertion of a third-party Party claim, the Indemnifying Person shall be entitled to participate in the defense of such third-party Party claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a person against whom the third-party Party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party Party claim and provide indemnification with respect to such third-party Party claim), to assume the defense of such third-party Party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party Party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI VII for any fees of other counsel or any other expenses with respect to the defense of such third-party Party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party third-Party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party Party claim, no compromise or settlement of such third-party Party claims may be effected by the Indemnifying Person without the Indemnified Person's ’s consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party Party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party Party claim and the Indemnifying Person does not, within 10 ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party Party claim, the Indemnifying Person will be bound by any determination made in such third-party Party claim or any compromise or settlement effected by the Indemnified Person.

Assumption of Defense. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.7(a) of the assertion of a third-party claim, the The Indemnifying Person shall be entitled to participate in the defense of such third-any Indemnified Claim arising from any claim, action, suit or proceeding by a third party claim (a "THIRD PARTY CLAIM") and, if they so choose, to assume and control the defense thereof with counsel selected by the Indemnifying Person, which counsel must be reasonably satisfactory to the extent Indemnified Persons; provided however, that it wishes (unless (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance shall acknowledge to the Indemnified Person of its financial capacity to defend such third-party claim and provide indemnification liability under this Agreement with respect to such third-party claim), Third Party Claim prior to assuming the defense thereof. Should the Indemnifying Person so elect to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claima Third Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, not be liable to the Indemnified Person under this Article VI Persons for any fees of other counsel or any other legal expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person Persons in connection with the defense thereof, but shall continue to pay for any expenses of such third- party claim, other than reasonable costs of investigationinvestigation or any Loss suffered. If the Indemnifying Person assumes such defense, the Indemnified Persons shall have the right to participate in (but not control) the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnifying Person. If (a) the Indemnifying Person shall not assume the defense of a third-party claimThird Party Claim with counsel reasonably satisfactory to the Indemnified Persons within thirty (30) calendar days of the notice of the Third Party Claim, no compromise or settlement of such third-party claims may be effected by (b) legal counsel for the Indemnified Persons notifies the Indemnifying Person without that there are or may be legal defenses available to the Indemnified Person's consent, unless (x) there is no finding Persons which are different from or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by additional to those available to the Indemnifying Person; and (z) , which, if the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim Persons and the Indemnifying Person does notwere to be represented by the same counsel, within 10 days after would constitute a conflict of interest for such counsel or prejudice prosecution of the defenses available to such Indemnified Person's notice is givenPersons, give notice to or (c) the Indemnified Indemnifying Person of its election to shall assume the defense of a Third Party Claim and fail to diligently prosecute such third-party claimdefense, then in each such case the Indemnified Person, by notice to the Indemnifying Person, may employ their own counsel and control the defense of the Third Party Claim and the Indemnifying Person will shall be bound by any determination made in such third-party claim or any compromise or settlement effected liable for the reasonable fees, charges and disbursements of one counsel employed by the Indemnified PersonPersons, and the Indemnified Persons shall be promptly reimbursed for any such fees, charges and disbursements, as and when incurred. Whether the Indemnifying Person or the Indemnified Persons controls the defense of any Third Party Claim, the Parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and provision to the counsel of the controlling party of records and information which are reasonably 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.

Assumption of Defense. If an Indemnified Person Party gives notice to the an Indemnifying Person Party pursuant to Section 6.7(a6.6(a) of the assertion of a third-party Third Party claim, the then such Indemnifying Person Party shall be entitled (i) to participate in the defense of such third-party Third Party claim andor (ii) to assume the defense of such Third Party claim with counsel reasonably satisfactory to such Indemnified Party unless: (A) in the case of clause (ii), to the extent that it wishes (unless (i) the such Indemnifying Person Party is also a person against whom the third-party Third Party claim is made and the such Indemnified Person Party determines in good faith that joint representation would be inappropriate because such Indemnifying Party has been reasonably advised by counsel that (1) one or more legal defense are available to it that are different from or additional to those available to such Indemnifying Party or (ii2) the representation by such Indemnifying Person Party is inappropriate in light of an actual or potential conflict of interest between them; or (B) such Indemnifying Party fails to provide reasonable assurance to the such Indemnified Person Party of its financial capacity to defend such third-party claim defend, and provide indemnification hereunder with respect to to, such third-party Third Party claim), to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the such Indemnifying Person Party to the such Indemnified Person Party of its election to assume the defense of such third-party Third Party claim, the such Indemnifying Person Party shall not, so long as it diligently conducts such defense, be liable to the such Indemnified Person Party under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party Third Party claim, in each case subsequently incurred by the such Indemnified Person Party in connection with the defense of such third- party Third Party claim, other than reasonable costs of investigation. If the an Indemnifying Person Party assumes the defense of a third-party Third Party claim, no compromise or settlement of such third-party claims Third Party claim may be effected by the such Indemnifying Person Party without the applicable Indemnified Person's Party’s consent, unless (x) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the such Indemnifying PersonParty; and (z) the such Indemnified Person Party shall have no liability with respect to any compromise or settlement of such third-party Third Party claims effected without its consent. If notice is given to an Indemnifying Person Party of the assertion of any third-party Third Party claim and the applicable Indemnifying Person Party does not, within 10 days 20 Business Days after the receipt of such notice from such Indemnified Person's notice is givenParty, give notice to the such Indemnified Person Party of its election to assume the defense of such third-party Third Party claim, the then such Indemnifying Person Party will be bound by any determination made in such third-party Third Party claim or any compromise or settlement effected by the such Indemnified PersonParty.

Assumption of Defense. If an Indemnified Person gives notice The Indemnifying Parties will have the right to the Indemnifying Person pursuant to Section 6.7(a) of the assertion of a third-party claim, the Indemnifying Person shall be entitled to participate in assume the defense of any action, claim, proceeding or investigation and to retain counsel of its choice to represent the Indemnified Parties (provided such third-party claim andcounsel is reasonably satisfactory to the Indemnified Parties). Any counsel retained by the Indemnifying Parties to represent the Indemnified Parties will, to the fullest extent that it wishes (unless consistent with its professional responsibilities, cooperate with any separate counsel designated by the Indemnified Parties. The reasonable fees and expenses of such counsel retained by the Indemnifying Parties will be paid by the Indemnifying Parties. In the event any Indemnifying Parties assumes the defense of any such action, claim, proceeding or investigation an Indemnified Party may, notwithstanding such assumption by such Indemnifying Parties of such defense, retain one separate counsel on behalf of all Indemnified Parties the cost of which shall be borne by the Indemnifying Parties if (i) the Indemnifying Person is also Parties have failed to provide counsel reasonably satisfactory to such Indemnified Party in a person against whom the third-party claim is made and timely manner or diligently prosecute such defense, (ii) the Indemnified Person Parties reasonably determine that representation of such Indemnified Party would present it with a conflict of interest or (iii) any Indemnified Party based upon advice of reputable counsel reasonably determines that there may be legal defenses to it which are materially different from or in good faith that joint representation would be inappropriate addition to those available to such Indemnifying Parties which have not been asserted on behalf of such Indemnified Party by counsel selected by the Indemnifying Parties. No Indemnifying Parties shall in the defense of any action, claim, proceeding or investigation consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to Indemnified Party of a release from all liability in respect of all claims arising therefrom or (ii) requires the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person performance of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, act (other than reasonable costs the payment of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages moneys that are paid in full by the Indemnifying Person; and (zParties) or the agreement not to perform any act by any Indemnified Party, in each case except with the written consent of the Indemnified Person Party, which consent shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will not be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Personunreasonably withheld.

Assumption of Defense. If a Third Party Claim is made against an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.7(a) of the assertion of a third-party claimPerson, the Indemnifying Person shall Sellers’ Representative will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Sellers’ Representative by written notice to the Indemnified Person delivered to the Indemnified Party within fifteen (15) days following the delivery of the notice of the Third Party Claim; provided, however, that the Sellers’ Representative will not have the right to assume the defense of a Third Party Claim on behalf of an Indemnified Person and such Indemnified Person will have the right to retain, at the Sellers’ expense (each Seller to be responsible for its Pro Rata Portion of such third-party claim andexpense), one separate law firm to defend such Third Party Claim on behalf of such Indemnified Person if (a) the Indemnified Person reasonably concludes upon the advice of counsel that there exists any actual or potential conflict of interest between the Sellers’ Representative and the Indemnified Person with respect to the defense of the Third Party Claim, (b) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Person or involves damages other than money damages, (c) the Third Party Claim relates to or otherwise arises in connection with Taxes or any criminal or regulatory enforcement Action or (d) the Sellers’ Representative fails to conduct the defense of the Third Party Claim actively and diligently. Subject to the immediately preceding proviso, should the Sellers’ Representative so elect to assume the defense of a Third Party Claim, the Indemnified Person will have the right to participate in the defense thereof and to employ counsel, in each case at its own expense, separate from the counsel employed by the Sellers’ Representative, it being understood that the Sellers’ Representative will control such defense. If the Sellers’ Representative chooses to defend a Third Party Claim, the Indemnified Persons will cooperate in the defense or prosecution thereof to the extent that it wishes reasonably requested to do so. Notwithstanding anything in this Agreement to the contrary, if a Third Party Claim is subject to indemnification hereunder with respect to item 5 or 6 on Schedule 10.1 (unless the “Earn-out Claims”), (i) the Indemnifying Person is also a person against whom Sellers’ Representative shall have the third-party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), unrestricted right to assume the defense of such thirdEarn-Out Claim as long as it is actively and diligently conducting such defense, (ii) without the consent of the Sellers’ Representative, no Group Company or Buyer Party shall become involved in discussions with, or correspond with, the applicable third party claim about any Earn-out Claim, and (iii) the Indemnified Person with counsel satisfactory respect to such Earn-out Claim shall not have the right to participate in the defense thereof; provided, however, that the Sellers’ Representative is not permitted to enter into a settlement of any Earn-out Claim if such settlement (x) involves an admission of wrongdoing by any Group Company or Buyer Party, (y) includes dollar amounts not paid entirely by the Sellers or (z) involves relief other than monetary damages, in each case, without the prior written consent of the Indemnified Person. After notice from If there is a non-incidental breach of the Indemnifying Person provisions in the preceding sentence, the Sellers’ obligation to indemnify the Indemnified Person of its election to assume Persons for the defense of such thirdapplicable Earn-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person out Claim under this Article VI for any fees Agreement shall terminate and be of other counsel no further force or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Personeffect.

Assumption of Defense. If a Third Party Claim is made against an Indemnified Person gives Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnifying Person pursuant Indemnitee. Should the Indemnitor so elect to Section 6.7(a) of assume the assertion defense of a third-party Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if in the opinion of counsel, such counsel and opinion being satisfactory to Indemnitor and its counsel, a conflict of interest exists between the Indemnitor and an Indemnitee in respect of such claim, such Indemnitee shall have the Indemnifying Person right to employ separate counsel (which shall be entitled reasonably satisfactory to the Indemnitor) to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event, the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one (1) separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense of such third-party claim andthereof and to employ counsel, to the extent that it wishes (unless (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of at its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim)own expense, to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice separate from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred employed by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigationIndemnitor. If the Indemnifying Person Indemnitor assumes the defense of a third-party claimany Third Party Claim, no compromise the Indemnitor will keep the Indemnitee informed of developments relating to or settlement of in connection with such third-party claims Third Party Claim, as may be effected reasonably requested by the Indemnifying Person without Indemnitee (including providing to the Indemnified Person's consentIndemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, unless all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (x) there is no finding or admission such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control of the defense of any violation of Legal Requirement or any violation Third Party Claim, within the thirty (30) day period set forth above, the Indemnitee shall have the right, at the expense of the rights of any person; Indemnitor, after three (y3) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give business days’ written notice to the Indemnified Person Indemnitor of its election intent to assume do so, to undertake the defense of such third-party claimthe Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), the Indemnifying Person will be bound by any determination made in such third-party claim or any and to compromise or settlement effected by the Indemnified Personsettle such Third Party Claim, exercising reasonable business judgment.

Assumption of Defense. If an The Indemnifying Person may, at its own expense assume control of the defense of any Third Party Claim and upon written acknowledgement to the Indemnified Person gives notice that the Indemnified Person is entitled to the Indemnifying Person indemnification pursuant to Section 6.7(a13.2 or 13.3, as applicable, for all Losses arising out of such Third Party Claim, at any time during the course of any such Third Party Claim. The right to assume the defense thereof; is conditioned upon the following: (a) of the assertion of a third-party claimIndemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, (b) the Indemnifying Person shall be entitled thereafter consult with and update the Indemnified Person upon the Indemnified Person's reasonable request for such consultation or update from time to time with respect to such Third Party Claim, and (c) the Third Party Claim involves only monetary damages and does not seek an injunction or other equitable relief or does not, in the good faith judgment of the Indemnified Person, involve a conflict of interest. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the obligation) to participate in the defense of such third-party claim andthereof and to employ counsel, to at its own expense, separate from the extent counsel employed by the Indemnifying Person; provided, however, that it wishes (unless in the event (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person reasonably determines in good faith that joint representation would be inappropriate a conflict of interest exists or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party claim actively and provide indemnification with respect to such third-party claim), to assume diligently conduct the defense of such third-party claim with counsel satisfactory to Third Party Claim in the reasonable September 9, 2004 (Wire) opinion of the Indemnified Person, then in either such event, the Indemnified Person may, upon prior written notice, hire separate counsel, at the Indemnifying Person's expense. After notice from Whether or not the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof including but not limited to the Indemnified Person provision of its election to assume the defense of such third-party claiminformation, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; documents and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Person.testimony..

Assumption of Defense. If an The Indemnifying Person may, at its own expense participate in the defense of any Third Party Claim and upon written acknowledgement to the Indemnified Person gives notice that the Indemnified Person is entitled to the Indemnifying Person indemnification pursuant to Section 6.7(a) 13.2 or 13.3, as applicable, for all Losses arising out of the assertion Third Party Claim, at any time during the course of a third-party claimany Third Party Claim assume the defense of the Third Party Claim; provided, however, that (a) the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person; (b) after assuming the defense, the Indemnifying Person shall be entitled to participate in the defense of such third-party claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a person against whom the third-party claim is made consult with and update the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel satisfactory to upon the Indemnified Person. After notice 's reasonable request for consultation or update from the Indemnifying Person time to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses time with respect to the defense of such third-party claimThird Party; and (c) the Third Party Claim involves only monetary damages and does not seek an injunction or other equitable relief or does not, in each case subsequently incurred by the good faith judgment of the Indemnified Person in connection with the defense Person, involve a conflict of such third- party claim, other than reasonable costs of investigationinterest. If the Indemnifying Person assumes the defense of a third-party claimdefense, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consentPerson shall have the right (but not the obligation) to participate in the defense and to employ counsel, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of at its own expense, separate from the rights of any person; (y) the sole relief provided is monetary damages that are paid in full counsel employed by the Indemnifying Person; and provided, however, that if (zi) the Indemnified Party determines that a conflict of interest exists or (ii) the Indemnifying Party fails to actively and diligently conduct the defense of a Third Party Claim, then in either event, the Indemnified Person shall have no liability with respect to any compromise may hire separate counsel, at the Indemnifying Person's expense. Whether or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and not the Indemnifying Person does notchooses to defend or prosecute any Third Party Claim, within 10 days after all of the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume Parties shall reasonably cooperate in the defense or prosecution of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified PersonClaim.

Assumption of Defense. If an The Indemnifying Person may, at its own expense, participate in the defense of any Third Party Claim and upon written acknowledgement to the Indemnified Person gives notice that the Indemnified Person is entitled to the Indemnifying Person indemnification pursuant to Section 6.7(a) 12.2 or 12.3, as applicable, for all Losses arising out of the assertion Third Party Claim, at any time during the course of a third-party claimany Third Party Claim assume the defense of the Third Party Claim; provided, however, that (a) the Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, (b) after assuming the defense the Indemnifying Person shall be entitled consult with and update the Indemnified Person upon the Indemnified Person’s reasonable request for consultation or update from time to time with respect to the Third Party, and (c) the Third Party Claim involves only monetary damages and does not seek an injunction or other equitable relief or does not, in the good faith judgment of the Indemnified Person, involve a conflict of interest. If the Indemnifying Person assumes the defense, the Indemnified Person shall have the right (but not the obligation) to participate in the defense of such third-party claim andand to employ counsel, to at its own expense, separate from the extent counsel employed by the Indemnifying Person; provided, however, that it wishes (unless if (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate a conflict of interest exists or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party claim actively and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes conduct the defense of a third-party claimThird Party Claim, no compromise then in either event, the Indemnified Person may hire separate counsel, at the Indemnifying Person’s expense. Whether or settlement of such third-party claims may be effected by not the Indemnifying Person without the Indemnified Person's consentchooses to defend or prosecute any Third Party Claim, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation all of the rights of any person; (y) Parties shall reasonably cooperate in the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise defense or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person prosecution of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Person.

Assumption of Defense. If an Indemnified Person gives Except in the case of claims for --------------------- equitable relief and claims for money damages which may exceed the amounts then remaining and available in the Escrow Fund for indemnification under this Article 8 (for which claims Parent shall provide reasonable notice and details --------- with respect thereto to the Shareholders' Agent), the Shareholders' Agent shall be entitled to assume the defense of such claim, by written notice to the Indemnifying Person pursuant to Section 6.7(aParent within twenty (20) days after delivery of the assertion notice of a third-party claim, claim pursuant to Section 8.8(a). If the Indemnifying Person shall be entitled to participate in Shareholders' Agent assumes the defense of such thirda -------------- claim, (i) the Shareholders' Agent shall defend the Indemnified Person against the matter with counsel reasonably satisfactory to the Indemnified Person; (ii) the Indemnified Person may retain separate co-party claim and, counsel at its sole cost and expense (except that the Shareholders' Agent shall be responsible for the fees and expenses of the separate co-counsel to the extent that it wishes the counsel the Shareholders' Agent has selected has a conflict of interest); (unless (iiii) the Indemnifying Indemnified Person is also will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Shareholders' Agent (not to be withheld unreasonably); and (iv) the Shareholders' Agent will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a person against whom provision whereby the third-party claim is made plaintiff or claimant in the matter releases Parent, Acquisition Sub, CDN2 and the Indemnified Person determines in good faith that joint representation would be inappropriate or (iiand the Company, if applicable) from all liability with respect thereto, without the Indemnifying Person fails to provide reasonable assurance to written consent of Parent and the Indemnified Person of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to Person. In the event the Shareholders' Agent does not timely assume the defense of such third-party claim as provided herein, then Parent and the Indemnified Person may defend against, or enter into any settlement with counsel satisfactory respect to, the matter in any manner they reasonably may deem appropriate. At any time after commencement of any such action, the Shareholders' Agent may request an Indemnified Person to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by Company Shareholders (which does not burden or restrict the Parent or Indemnified Person nor otherwise prejudice the Parent or the Indemnified Person) whereupon such settlement shall be accepted unless Parent or the Indemnified Person determines that the dispute should be continued. In the event such settlement is rejected by Parent or the Indemnified Person, Company Shareholders shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which Parent or the Indemnified Person is liable with respect to such action and, if the settlement offer represents the lesser amount of liability for Parent or the Indemnified Person (but does not burden or restrict Parent or the Indemnified Person nor otherwise prejudice Parent or the Indemnified Person), the Shareholders' Agent shall be entitled to reimbursement of all costs and legal fees incurred in connection with the applicable matter after the date of rejection of such settlement by Parent or the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume The party controlling the defense of such third-party claimany Third Party Claim shall deliver, the Indemnifying Person shall notor cause to be delivered, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees other party copies of all correspondence, pleadings, motions, briefs, appeals or other counsel written statements relating to or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person submitted in connection with the defense of such third- party claimthe Third Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claimand timely notices of, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice right to participate in (as an observer) any hearing or other court proceeding relating to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified PersonThird Party Claim.

Assumption of Defense. If an The Indemnifying Person may, at its own expense assume control of the defense of any Third Party Claim and upon written acknowledgement to the Indemnified Person gives notice that the Indemnified Person is entitled to the Indemnifying Person indemnification pursuant to Section 6.7(a13.2 or 13.3, as applicable, for all Losses arising out of such Third Party Claim, at any time during the course of any such Third Party Claim. The right to assume the defense thereof; is conditioned upon the following: (a) of the assertion of a third-party claimIndemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, (b) the Indemnifying Person shall be entitled thereafter consult with and update the Indemnified Person upon the Indemnified Person's reasonable request for such consultation or update from time to time with respect to such Third Party Claim, and (c) the Third Party Claim involves only monetary damages and does not seek an injunction or other equitable relief or does not, in the good faith judgment of the Indemnified Person, involve a conflict of interest. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the obligation) to participate in the defense of such third-party claim andthereof and to employ counsel, to at its own expense, separate from the extent counsel employed by the Indemnifying Person; provided, however, that it wishes (unless in the event (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person reasonably determines in good faith that joint representation would be inappropriate a conflict of interest exists or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such third-party claim actively and provide indemnification with respect to such third-party claim), to assume diligently conduct the defense of such third-party claim with counsel satisfactory to Third Party Claim in the reasonable opinion of the Indemnified Person, then in either such event, the Indemnified Person may, upon prior written notice, hire separate counsel, at the Indemnifying Person's expense. After notice from Whether or not the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof including but not limited to the Indemnified Person provision of its election to assume the defense of such third-party claiminformation, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; documents and (z) the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified Person.testimony..

Assumption of Defense. If an Indemnified Person gives notice to the The Indemnifying Person pursuant to Section 6.7(a) of the assertion of a third-party claim, the Indemnifying Person shall Party will be entitled to participate in the defense of such third-party claim and, to any Third Party Claim that is the extent that it wishes (unless (i) the Indemnifying Person is also subject of a person against whom the third-party claim is made and notice given by the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails pursuant to provide reasonable assurance Section 9.2.4.1. In addition, upon written notice to the Indemnified Person, the Indemnifying Party will have the right to defend the Indemnified Person against the Third Party Claim with counsel of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim), to assume the defense of such third-party claim with counsel choice reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to ; provided that the Indemnified Person of may retain separate co-counsel at its election to assume sole cost and expense and participate in the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to Third Party Claim. If the Indemnified Person under this Article VI for any fees retains separate co-counsel due to its good faith belief (based on the advice of other counsel or any other expenses reasonably acceptable to the Indemnifying Party) that the interests of the Indemnifying Party and the Indemnified Person with respect to the defense such Third Party Claim are in conflict with one another and, as a result thereof, joint representation is not possible, then the reasonable expenses of such third-party claim, in each case subsequently incurred the Indemnified Person’s counsel shall be paid by the Indemnifying Party (or from the Escrow Funds if Rave is the Indemnifying Party). The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (a) provides for the payment of money as sole relief for the claimant and (b) subject to the making of such payment, results in the full and general release of all Indemnified Persons from all liabilities arising from or relating to the Third Party Claim. For the avoidance of doubt, any amounts paid or to be paid by an Indemnifying Party in connection with the defense of such third- party claimdefense, settlement or other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a third-party claim, no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent, unless (x) there is no finding or admission resolution of any violation of Legal Requirement or any violation Third Party Claims shall be Losses for purposes of the rights monetary limitations set forth in Section 9.2.3 and shall, in the case of any person; (y) the sole relief provided is monetary damages that are indemnification claim under Section 9.2.1, be paid in full by the Indemnifying Person; and (z) the Indemnified Person shall have no liability solely with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or any compromise or settlement effected by the Indemnified PersonEscrow Funds.

Assumption of Defense. If an Indemnified Person gives notice to (i) In the Indemnifying Person pursuant to Section 6.7(a) event of the assertion of a third-party claimany Third Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such third-party claim andParty, to the extent that it wishes (unless (i) the Indemnifying Person is also a person against whom the third-party claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance by written notice delivered to the Indemnified Person Party within fifteen (15) days after receiving notice of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim)the Third Party Claim, may elect to assume the defense of such third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such third-party claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such third- party claim, other than reasonable costs of investigationThird Party Claim. If the Indemnifying Person Party so assumes any such defense, the Indemnifying Party shall conduct the defense of a third-party claimthe Third Party Claim actively and diligently. If Seller is the Indemnifying Party, no it shall not compromise or settlement settle a Third Party Claim, or consent to entry of such third-party claims may any judgment in respect thereof, which would reasonably be effected by expected to result in Damages in excess of the Seller’s indemnification obligation, without the prior written consent of the Buyer (on behalf of the Buyer Indemnified Parties), which consent shall not be unreasonably withheld or delayed. If the Buyer Indemnifying Parties are the Indemnifying Person Party, the Buyer Indemnifying Parties shall not compromise or settle any Third Party Claim, or consent to the entry of any judgment in respect thereof, without the Indemnified Person's consentprior written consent of Seller, unless which consent shall not be unreasonably withheld or delayed. (xii) there Notwithstanding Section 9.5(b)(i), if Seller is no finding or admission of any violation of Legal Requirement or any violation of the rights of any person; (y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (z) Party, Buyer shall nonetheless have the Indemnified Person shall have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not, within 10 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election right to assume and control the defense of such third-party claimthe following Third Party Claims: (A) Third Party Claims involving a criminal investigation or criminal violation; (B) Third Party Claims involving any Civil Investigative Demand; (C) Third Party Claims involving any qui tam or whistleblower complaint; or (D) Third Party Claims which would reasonably be expected to result in the revocation or termination of any Buyer Indemnified Party’s right to participate in Medicare or Medicaid, loss of licensure, or consent to entry of any judgment in respect thereof. (iii) Notwithstanding Section 9.5(b)(i), if the Buyer Indemnifying Parties are the Indemnifying Person will Party as triggered by the terms of Section 9.2, Seller shall nonetheless have the right to assume and control the defense of the following Third Party Claims: (A) Third Party Claims involving a criminal investigation or criminal violation; (B) Third Party Claims involving any Civil Investigative Demand; (C) Third Party Claims involving any qui tam or whistleblower complaint; or (D) Third Party Claims which would reasonably be bound by any determination made expected to result in such third-party claim the revocation or termination of Seller’s or any compromise Affiliate of Seller’s right to participate in Medicare or settlement effected by the Indemnified PersonMedicaid, loss of licensure, or consent to entry of any judgment in respect thereof.