Common use of Claims by Third Parties Clause in Contracts

Claims by Third Parties. If, after Closing, the Purchaser becomes aware of a matter that may give rise to a Claim which results from a claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as reasonably practicable, give notice to the Securityholders’ Representative of the Third Party Claim, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contest, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity herein: (i) the Purchaser must at the expense of the Indemnifying Parties in good faith contest the validity, applicability or the amount of such Third Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will be entitled to conduct such contestation or, if the contestation thereof is not in the control of the Purchaser, exercise any rights in respect of the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience of the Indemnifying Parties) be entitled to control all aspects of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;

Claims by Third Parties. If, after ClosingWith respect to claims made by third parties, the Purchaser becomes aware Indemnifying Party shall be entitled to assume control of a matter that may give rise to a Claim which results from a the defense of such action or claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as with counsel reasonably practicable, give notice satisfactory to the Securityholders’ Representative of the Third Party ClaimIndemnified Party, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contestprovided, and provided that the Securityholders’ Representative hashowever, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity hereinthat: (i) the Purchaser must Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to (x) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim, or (y) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within five (5) business days after receipt of proper notice of the claim, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Parties Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in good faith contest accordance with this Article 7; provided that the validity, applicability or the amount of such Third Indemnified Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will shall not be entitled to conduct consent to the entry of any judgment or enter into any settlement of such contestation or, if claim that does not include as an unconditional term thereof the contestation thereof is not in the control giving by each claimant or plaintiff to each Indemnifying Party of the Purchaser, exercise any rights a release from all liability in respect of such claim without the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience prior written consent of the Indemnifying Parties) Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be entitled to control all aspects imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;Indemnifying Party.

Claims by Third Parties. IfIn the event that a Party (the “Indemnified Party”) shall become aware of any claim, after Closingproceeding or other matter (a “Proceeding”) in respect of which the other party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Purchaser becomes Indemnified Party shall, having regard to the circumstances, give timely written notice thereof, and in any event within 60 days after becoming aware of a matter Proceeding, to the Indemnifying Party. Such notice shall specify with reasonable particularity (to the extent that may give rise to a Claim which results from a claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then:information is available): (a) Notice: the Purchaser will, as soon as reasonably practicable, give notice to factual basis for the Securityholders’ Representative of the Third Party Claim, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties;Proceeding; and (b) Control the amount of Action: the Proceeding if reasonably requested known. A failure or delay in the giving of notice by the Securityholders’ Representative within thirty (30) days Indemnified Party shall not relieve the indemnifying party from receipt of any liability except to the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified extent that the Indemnifying Parties Party is required materially prejudiced by applicable Law the failure or delay in giving such notice. In the case of third party claims, the Indemnifying Party shall have the option at its own expense: (i) to commence conduct any proceedings or negotiations in connection therewith; (ii) to take all other steps to settle or defend any such contest, claim; and provided that the Securityholders’ Representative has, on behalf (iii) to employ counsel of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered Party’s choosing and approved by the indemnity herein: (i) Indemnified Party, acting reasonably, to contest any such claim in the Purchaser must at the expense name of the Indemnified Party or otherwise. The Indemnifying Parties in good faith contest Party may not compromise or settle any claim without the validityIndemnified Party’s prior written consent, applicability which may not be unreasonably withheld or the amount of such Third Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will be entitled to conduct such contestation or, if the contestation thereof is not in the control of the Purchaser, exercise any rights in respect of the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience of the Indemnifying Parties) be entitled to control all aspects of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other delayed. The Indemnified Party shall be entitled (to participate at its own expense) to be represented expense and by separate its own counsel in any proceedings relating to any third party claim. The Indemnifying Party shall, within ten (10) days of receipt of the contestation;Indemnification Notice, notify the Indemnified Party of the intention to assume the defence of any such claim. If the Indemnifying Party shall decline to assume the defence of any such claim, or shall fail to notify the Indemnified Party within ten (10) days after receipt of the Indemnification Notice of the Indemnifying party’s election to defend such claim or fails to diligently defend such claim after electing to assume conduct, the Indemnified Party shall defend such claim and the expenses of all proceedings, contests or lawsuits in respect of any such claims (including, without limitation, the fees and disbursements of counsel) shall be borne by the Indemnifying Party.

Claims by Third Parties. IfOther than in the case of any Contest, after Closingwhich shall be governed by Section 9.7 of this Agreement, the Purchaser becomes aware of if a matter that may give rise party to this Agreement seeks indemnity hereunder with respect to a Claim which results from a claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) thenparty: (a) Notice: For the Purchaser willpurposes of this Section 9.4, as soon as reasonably practicable“Third Party Claim” means any demand which has been made on, or communicated to the Purchaser, the Shareholders or the Company by or on behalf of any Person other than the entities aforementioned in this Section 9.4(a) and which, if maintained or enforced, may result in a claim for indemnification of the nature described in Section 9.2 or 9.3 of this Agreement being made. (b) Promptly upon receipt by Indemnitee of notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the Indemnitor, the Indemnitee shall forthwith give notice to that effect to the Securityholders’ Representative Indemnitor. (c) The Indemnitor shall have the right, exercisable by giving notice to the Indemnitee not later than 30 days after receipt of the notice described in Section 9.2 (c) or 9.3(c), as the case may be, to assume the control of the defense, compromise or settlement of the Third Party Claim. (d) Upon the assumption of control by the Indemnitor as aforesaid, it being understood that any notice given the Indemnitor shall, at its expense, diligently proceed with the defense, compromise or settlement of the Third Party Claim at the Indemnitor’s sole expense, including employment of counsel reasonably satisfactory to the Securityholders’ Representative Indemnitee, and in connection therewith, the Indemnitee shall cooperate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under Indernnitee’s control and to make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defense, provided always that the Indemnitee shall be deemed entitled to constitute reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such cooperation. (e) The final determination of any such Third Party Claim, including all related costs and expenses, will be binding and conclusive upon the parties hereto as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor hereunder. (f) Should the Indemnitor fail to give notice to the Indemnifying Parties;Indemnitee as provided in clause (c) hereof or in the event the Indemnitor declines to undertake the defense of any Third Party Claim, action or proceeding when first notified thereof, the Indemnitee shall keep the Indemnitor advised as to the current status and progress thereof. The Indemnitee agrees not to make any offer of settlement without first having provided five (5) days advance written notice thereof to the Indemnitor. (bg) Control In the event the Indemnitor undertakes the defense of Action: if reasonably requested any such claim, action or proceeding, the Indemnitee shall nevertheless be entitled to participate in (but not direct) the defense thereof with counsel of its own choice and at its own expense, and the parties agree to cooperate fully with one another in connection with the defense and/or settlement thereof; provided, however, that any decision to settle any such claim, action or proceeding shall be at the Indemnitor’s sole discretion. The foregoing notwithstanding, except with the prior written consent of the Indemnitee, which shall not be unreasonably withheld, no Indemnitor, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnitee or that does not include as an unconditional term thereof the giving by the Securityholders’ Representative within thirty (30) days each claimant or plaintiff to such Indemnitee of a release from receipt all liability with respect to such claim or litigation. From and after delivery of the notice referred to in 8.5(aSection 9.4(c) or such shorter period as above, the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contest, and provided that the Securityholders’ Representative has, on behalf Indemnitor shall be relieved of the Indemnifying Partiesobligation to reimburse the Indemnitee for any other legal, acknowledged accounting or other out-of-pocket costs and expenses thereafter incurred by the Indemnitee with respect to the Purchaser that the Third Party Claim is covered defense of such claim, action or proceeding notwithstanding any participation by the indemnity herein:Indemnitee therein. (ih) If the Purchaser must at the expense of the Indemnifying Parties in good faith contest the validity, applicability Indemnitee subsequently recovers all or the amount of such Third Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will be entitled to conduct such contestation or, if the contestation thereof is not in the control of the Purchaser, exercise any rights in respect part of the Third Party Claim as instructed from any other person legally obligated to pay the claim, the Indemnitee shall forthwith repay to the Indemnitor the amounts recovered up to an amount not exceeding the payment made by the Securityholders’ Representative from time Indemnitor to time; and (ii) the Securityholders’ Representative will (at the experience Indemnitee by way of the Indemnifying Parties) be entitled to control all aspects of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;indemnity.

Claims by Third Parties. IfIf grounds for any Claim arise as a result of, after Closingor in connection with any claim by, the Purchaser becomes aware of a matter that may give rise to a Claim which results from a claim made or threatened against the Purchaser or any Group Company by alleged liability to, a third party (a “Third Party Claim”) then: ), the Purchaser: (a) Notice: shall notify the Purchaser will, Seller of the Third Party Claim as soon as reasonably practicable, give notice to practicable and in any event: (i) within 25 Business Days of the Securityholders’ Representative Purchaser becoming aware of the Third Party Claim, it being understood that and (ii) prior to taking any notice given material step to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contest, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that defend the Third Party Claim is covered by or to compromise, settle or waive any right in relation to the indemnity herein: (i) the Purchaser must at the expense of the Indemnifying Parties in good faith contest the validity, applicability or the amount of such Third Party Claim by all reasonable proceedings or, at Claim; (b) shall provide the option of Seller with such information as the Securityholders’ Representative, will be entitled Seller may reasonably require relating to conduct such contestation or, if the contestation thereof is not in the control of the Purchaser, exercise any rights in respect of the Third Party Claim as instructed by and shall keep the Securityholders’ Representative from time to time; and (ii) Seller reasonably informed of any material development in the Securityholders’ Representative will (at the experience of the Indemnifying Parties) be entitled to control all aspects conduct of the Third Party Claim, including dealings with Governmental Entities or third parties; ; (c) Assistanceshall not (and shall procure that the Joint Venture, the Purchaser and each member of the Purchaser’s Group do not) compromise, settle or waive any right or admit any liability in relation to that Third Party Claim without the written consent of the Seller; and (d) shall, following written acknowledgment by the Seller that it is liable for such Claim pursuant to the terms of this Agreement and subject to the Seller paying the Purchaser’s Expenses promptly: in (i) take, and procure that the event Joint Venture, the Purchaser and each member of any contest of any the Purchaser’s Group take, such action as the Seller may reasonably request to avoid, dispute, resist, appeal, defend or compromise the Third Party Claim, whether ; and (ii) use its reasonable endeavours to procure that the Seller is placed in a position to take over the conduct of all negotiations and proceedings arising in connection with the Third Party Claim following which the Seller shall not be liable for any legal costs or other expense subsequently incurred by the Securityholders’ Representative Joint Venture, the Purchaser or any member of the Purchaser, ’s Group in connection with the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation defence of the Third Party Claim. The Seller will not be liable to the Purchaser only to the extent that any Claim and arises or is increased by the other Party shall be entitled (at failure of the Purchaser to comply with its own expense) to be represented by separate counsel in the contestation;obligations under this Section 12.11.

Claims by Third Parties. If, after Closing, Upon the Purchaser becomes aware assertion by any third party of a matter claim that may give rise to a Claim which results liability of Seller under Section 6.2 of this Agreement, or Buyer under Section 6.3 of this Agreement, the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence of such claim. Upon written notification to the Indemnified Party delivered within seven (7) days after receipt of notice from a claim made the Indemnified Party of the assertion of any such claim, the Indemnifying Party may undertake the defense, compromise or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) thensettlement of such claim, provided that: (a) Notice: the Purchaser will, as soon as reasonably practicable, give notice Indemnifying Party shall timely provide to the Securityholders’ Representative Indemnified Party all information with respect to such defense, compromise or settlement as such Indemnified - 19 - BA0DOCS1/0039024.07 Party may request; and (b) such Indemnifying Party shall not assume any position or take any action in connection with such defense, compromise or settlement that would impose an obligation of any kind or restrict the actions of the Third Party ClaimIndemnified Party, it being understood that such Indemnifying Party would be acting solely on its own behalf, for its own account and at its own risk. In the event that such Indemnifying Party does not undertake the defense, compromise or settlement of such claim as provided in the foregoing, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such claim on behalf of, for the account of, and at the risk and expense of the Indemnifying Party. The Indemnified Party shall, however, promptly notify the Indemnifying Party of any notice given to the Securityholders’ Representative compromise or settlement of any such claim. The Indemnifying Party shall be deemed obligated to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative pay any compromise or settlement within thirty (30) days from after receipt of written notice from the notice referred to Indemnified Party describing such compromise or settlement in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contest, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity herein: (i) the Purchaser must at the expense of the Indemnifying Parties in good faith contest the validity, applicability or the amount of such Third Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will be entitled to conduct such contestation or, if the contestation thereof is not in the control of the Purchaser, exercise any rights in respect of the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience of the Indemnifying Parties) be entitled to control all aspects of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;detail.

Claims by Third Parties. If, after ClosingWith respect to claims made by third parties, the Purchaser becomes aware Indemnifying Party shall be entitled to assume control of a matter that may give rise to a Claim which results from a the defense of such action or claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as with counsel reasonably practicable, give notice satisfactory to the Securityholders’ Representative of the Third Party ClaimIndemnified Party; provided, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contesthowever, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity hereinthat: (i) the Purchaser must Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within ten (10) business days after the Notice Delivery Date, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Parties Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in good faith contest accordance with this Article 9; provided that the validity, applicability or the amount of such Third Indemnified Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will shall not be entitled to conduct consent to the entry of any judgment or enter into any settlement of such contestation or, if claim that does not include as an unconditional term thereof the contestation thereof is not in the control giving by each claimant or plaintiff to each Indemnifying Party of the Purchaser, exercise any rights a release from all liability in respect of such claim and provided that Indemnified Party shall not be entitled without the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience prior written consent of the Indemnifying Parties) Party to enter into a consent or settlement if injunctive or other equitable relief would be entitled to control all aspects imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;Indemnifying Party.

Claims by Third Parties. If, after ClosingWith respect to claims made by third parties, the Purchaser becomes aware Indemnifying Party will be entitled to assume control of a matter that may give rise to a Claim which results from a the defense of such action or claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as with counsel reasonably practicable, give notice satisfactory to the Securityholders’ Representative of the Third Party ClaimIndemnified Party; provided, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contesthowever, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity hereinthat: (i) the Purchaser must Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party will consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and, (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within ten (10) business days after receipt of notice of the claim, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Parties Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in good faith contest accordance with this Article 8; provided that the validity, applicability or the amount of such Third Indemnified Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will not be entitled to conduct consent to the entry of any judgment or enter into any settlement of such contestation or, if claim that does not include as an unconditional term thereof the contestation thereof is not in the control giving by each claimant or plaintiff to each Indemnifying Party of the Purchaser, exercise any rights a release from all liability in respect of such claim without the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience prior written consent of the Indemnifying Parties) Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be entitled to control all aspects imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;Indemnifying Party.

Claims by Third Parties. If, after ClosingWith respect to claims made by third parties, the Purchaser becomes aware Indemnifying Party will be entitled to assume control of a matter that may give rise to a Claim which results from a the defense of such action or claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as with counsel reasonably practicable, give notice satisfactory to the Securityholders’ Representative of the Third Party ClaimIndemnified Party; provided, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contesthowever, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity hereinthat: (i) the Purchaser must Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party will consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and, (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within ten (10) business days after receipt of notice of the claim, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the cost and 49 expense of the Indemnifying Parties Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in good faith contest accordance with this Article 8; provided that the validity, applicability or the amount of such Third Indemnified Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will not be entitled to conduct consent to the entry of any judgment or enter into any settlement of such contestation or, if claim that does not include as an unconditional term thereof the contestation thereof is not in the control giving by each claimant or plaintiff to each Indemnifying Party of the Purchaser, exercise any rights a release from all liability in respect of such claim without the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience prior written consent of the Indemnifying Parties) Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be entitled to control all aspects imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;Indemnifying Party.

Claims by Third Parties. If, after ClosingWith respect to claims made by third parties, the Purchaser becomes aware Indemnifying Party shall be entitled to assume control of a matter that may give rise to a Claim which results from a the defense of such action or claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as with counsel reasonably practicable, give notice satisfactory to the Securityholders’ Representative of the Third Party ClaimIndemnified Party; provided, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contesthowever, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity hereinthat: (i) the Purchaser must Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and, (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within ten (10) business days after the Notice Delivery Date, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Parties Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in good faith contest accordance with this Article 8; provided that the validity, applicability or the amount of such Third Indemnified Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will shall not be entitled to conduct consent to the entry of any judgment or enter into any settlement of such contestation or, if claim that does not include as an unconditional term thereof the contestation thereof is not in the control giving by each claimant or plaintiff to each Indemnifying Party of the Purchaser, exercise any rights a release from all liability in respect of such claim without the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience prior written consent of the Indemnifying Parties) Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be entitled to control all aspects imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;Indemnifying Party.

Claims by Third Parties. If, after ClosingWith respect to claims made by third parties, the Purchaser becomes aware Indemnifying Party shall be entitled to assume control of a matter that may give rise to a Claim which results from a the defense of such action or claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as with counsel reasonably practicable, give notice satisfactory to the Securityholders’ Representative of the Third Party ClaimIndemnified Party; provided, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contesthowever, and provided that the Securityholders’ Representative has, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity hereinthat: (i) the Purchaser must Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to (i) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim or (ii) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within five (5) days after receipt of notice of the claim, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Parties Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in good faith contest accordance with this Section 9; provided that the validity, applicability or the amount of such Third Indemnified Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will shall not be entitled to conduct consent to the entry of any judgment or enter into any settlement of such contestation or, if claim that does not include as an unconditional term thereof the contestation thereof is not in the control giving by each claimant or plaintiff to each Indemnifying Party of the Purchaser, exercise any rights a release from all liability in respect of such claim without the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience prior written consent of the Indemnifying Parties) Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be entitled to control all aspects imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;Indemnifying Party.

Claims by Third Parties. If, after ClosingWith respect to claims made by third parties, the Purchaser becomes aware Indemnifying Party shall be entitled to assume control of a matter that may give rise to a Claim which results from a the defense of such action or claim made or threatened against the Purchaser or any Group Company by a third party (a “Third Party Claim”) then: (a) Notice: the Purchaser will, as soon as with counsel reasonably practicable, give notice satisfactory to the Securityholders’ Representative of the Third Party ClaimIndemnified Party, it being understood that any notice given to the Securityholders’ Representative shall be deemed to constitute notice to the Indemnifying Parties; (b) Control of Action: if reasonably requested by the Securityholders’ Representative within thirty (30) days from receipt of the notice referred to in 8.5(a) or such shorter period as the Purchaser has notified the Indemnifying Parties is required by applicable Law to commence such contestprovided, and provided that the Securityholders’ Representative hashowever, on behalf of the Indemnifying Parties, acknowledged to the Purchaser that the Third Party Claim is covered by the indemnity hereinthat: (i) the Purchaser must Indemnified Party shall be entitled to participate in the defense of such claim at its own expense and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim, or (y) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within the earlier of five days prior to the time for response set in any legal proceeding or thirty (30) days after receipt of notice of the claim, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Parties Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in good faith contest accordance with this Article 8; provided that the validity, applicability or the amount of such Third Indemnified Party Claim by all reasonable proceedings or, at the option of the Securityholders’ Representative, will shall not be entitled to conduct consent to the entry of any judgment or enter into any settlement of such contestation or, if claim that does not include as an unconditional term thereof the contestation thereof is not in the control giving by each claimant or plaintiff to each Indemnifying Party of the Purchaser, exercise any rights a release from all liability in respect of such claim without the Third Party Claim as instructed by the Securityholders’ Representative from time to time; and (ii) the Securityholders’ Representative will (at the experience prior written consent of the Indemnifying Parties) Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be entitled to control all aspects imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the business, operations or assets of the Third Party Claim, including dealings with Governmental Entities or third parties; (c) Assistance: in the event of any contest of any Third Party Claim, whether by the Securityholders’ Representative or the Purchaser, the other Party must provide all such assistance, including access to documents and officers and employees, as may be requested by the Party conducting the contestation of the Third Party Claim and the other Party shall be entitled (at its own expense) to be represented by separate counsel in the contestation;Indemnifying Party.