Common use of Conditions of Indemnification of Third-Party Claims Clause in Contracts

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of the Stockholders and the Company under Section 8.03 hereof with respect to Damages resulting from Claims by persons not party to this Agreement shall be subject to the following terms and conditions: (a) Promptly after delivery of an Indemnification Notice to the Stockholders’ Representative in respect of a Claim and subject to paragraph (c) of this Section 8.04, the Stockholders’ Representative may elect, by written notice to the Indemnified Party, to undertake the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnitor. If the Stockholders’ Representative chooses to defend any claim, the Indemnified Party shall cooperate with all reasonable requests of the Stockholders’ Representative and shall make available to the Stockholders’ Representative any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the Stockholders’ Representative, acting on behalf of the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Stockholders’ Representative) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Stockholders’ Representative, acting on behalf of the Indemnitor, to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Anything in this Section 8.04 to the contrary notwithstanding, (i) if the Stockholders’ Representative, acting on behalf of the Indemnitor, assumes the defense of any Claim, any Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense, provided, however, if representation by counsel selected by the Stockholders’ Representative would present a conflict of interest, then such Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at the expense of the Indemnitor, (ii) no person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which (A) does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim or (B) imposes any restrictions of any kind on the continuing operations of the Business.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of the Stockholders and the Company under Section 8.03 hereof parties hereunder with respect to Damages Claims resulting from Claims the assertion of liability by persons not party to this Agreement third parties ("Third Party Claims") shall be subject to the following terms and conditions: (a) Promptly after delivery Each Stockholder hereby irrevocably makes, constitutes, and appoints Briax Xxxxx xx its agent (the "Representative") and authorizes and empowers him to fulfill the role of an Indemnification Notice to Representative hereunder. In the Stockholders’ Representative in respect event of a Claim and subject to paragraph (c) the resignation of this Section 8.04the Representative, the Stockholders’ resigning Representative may electshall appoint a successor either from among the Stockholders or who shall otherwise be acceptable to Parent and who shall agree in writing to accept such appointment, by written notice to and the Indemnified Party, to undertake the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnitorresigning Representative's resignation shall not be effective until such a successor shall exist. If the Stockholders’ Representative chooses to defend any claimshould die or become incapacitated, the Indemnified Party his successor shall cooperate with all reasonable requests be appointed within 30 days of his death or incapacity by a majority of the Stockholders’ , and such successor either shall be a Stockholder or shall otherwise be reasonably acceptable to Parent. The choice of a successor Representative appointed in any manner permitted above shall be final and binding upon all of the Stockholders and Parent. The decisions and actions of any successor Representative shall make available to be, for all purposes, those of the Stockholders’ Representative any books, records or other documents within its control that are necessary or appropriate for such defenseas if originally named herein. (b) In Each Stockholder hereby irrevocably makes, constitutes, and appoints the event Representative as such person's true and lawful attorney in fact and agent, for such person and in such person's name, (i) to receive all notices and communications directed to such Stockholder under this Agreement and to take any action (or to determine to take no action) with respect thereto as he may deem appropriate as effectively as such Stockholder could act for himself or herself, including without limitation, the settlement or compromise of any dispute or controversy, and (ii) to execute and deliver all instruments and documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Stockholder could do personally, and each such Stockholder hereby ratifies and confirms as his or her own act, all that the Stockholders’ Representative, acting on behalf of the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does not so elect Representative shall do or cause to defend such Claim, the Indemnified Party will have the right (upon further notice to the Stockholders’ Representative) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Stockholders’ Representative, acting on behalf of the Indemnitor, to assume the defense of such Claim be done pursuant to the terms of paragraph (a) of provisions hereof. All notices and all other communications directed to Stockholders under this Section 8.04 at any time prior Agreement shall be given to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumptionRepresentative. (c) Anything in this Section 8.04 Each Stockholder irrevocably consents to the contrary notwithstandingservice of any process, pleading, notices, or other papers by the mailing of copies thereof by registered, certified, or first class mail, postage prepaid, to the Representative at such person's address set forth herein. (d) Except as otherwise provided by applicable law, the death or incapacity of any Stockholder shall not terminate the authority and agency of the Representative. (e) Each Stockholder hereby agrees to indemnify the Representative and to hold him harmless against any loss, liability, or expense incurred without negligent conduct or bad faith on the part of the Representative and arising out of or in connection with his duties as Representative, including the costs and expenses (including, without limitation, attorneys's fees) incurred by such Representative in defending against any claim of liability in connection herewith. (f) In the event that any claim or demand for which the Stockholders would be liable to Parent or Merger Sub hereunder is asserted against or sought to be collected by a third party, Parent shall promptly notify the Representative of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Representative shall promptly provide notice of each Claim Notice to each Stockholder owning more than 5% of the Company Common Stock (as defined in the Merger Agreement) at the Effective Time and shall consult with such holders concerning whether or not to dispute liability to Parent hereunder with respect to such claim or demand. The Representative shall have 10 business days from its receipt of the Claim Notice (the "Notice Period") to notify Parent (i) if whether or not the Stockholders’ RepresentativeStockholders dispute their liability to Parent hereunder with respect to such claim or demand, acting on behalf of the Indemnitor, assumes the defense of any Claim, any Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense, provided, however, if representation by counsel selected by the Stockholders’ Representative would present a conflict of interest, then such Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at the expense of the Indemnitor, and (ii) no person who has undertaken if they do not dispute such liability, whether or not they desire, at their sole cost and expense, to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which (A) does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim or (B) imposes any restrictions of any kind on the continuing operations of the Business.Parent against

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of the Stockholders and the Company under Section 8.03 hereof parties hereunder with respect to Damages Claims resulting from Claims the assertion of liability by persons not party to this Agreement third parties ("Third Party Claims") shall be subject to the following terms and conditions: (a1) Promptly after delivery Each Stockholder hereby irrevocably makes, constitutes, and appoints Tom Xxxxxxxxxxxxx xx its agent (the "Representative") and authorizes and empowers him to fulfill the role of an Indemnification Notice to Representative hereunder. In the Stockholders’ Representative in respect event of a Claim and subject to paragraph (c) the resignation of this Section 8.04the Representative, the Stockholders’ resigning Representative may electshall appoint a successor either from among the Stockholders or who shall otherwise be acceptable to Parent and who shall agree in writing to accept such appointment, by written notice to and the Indemnified Party, to undertake the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnitorresigning Representative's resignation shall not be effective until such a successor shall exist. If the Stockholders’ Representative chooses to defend any claimshould die or become incapacitated, the Indemnified Party his successor shall cooperate with all reasonable requests be appointed within 30 days of his death or incapacity by a majority of the Stockholders’ , and such successor either shall be a Stockholder or shall otherwise be acceptable to Parent. The choice of a successor Representative appointed in any manner permitted above shall be final and shall make available to binding upon all of the Stockholders’ . The decisions and actions of any successor Representative any booksshall be, records or other documents within its control that are necessary or appropriate for such defenseall purposes, those of the Representative as if originally named herein. (b2) Each Stockholder hereby irrevocably makes, constitutes, and appoints the Representative as such person's true and lawful attorney in fact and agent, for such person and in such person's name, (i) to receive all notices and communications directed to such Stockholder under this Agreement and to take any action (or to determine to take no action) with respect thereto as he may deem appropriate as effectively as such Stockholder could act for himself or herself, including without limitation, the settlement or compromise of any dispute or controversy, and (ii) to execute and deliver all instruments and documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Stockholder could do personally, and each such Stockholder hereby ratifies and confirms as his or her own act, all that the Representative shall do or cause to be done pursuant to the provisions hereof. All notices and all other communications directed to Stockholders under this Agreement shall be given to the Representative. (3) Each Stockholder irrevocably consents to the service of any process, pleading, notices, or other papers by the mailing of copies thereof by registered, certified, or first class mail, postage prepaid, to the Representative at such person's address set forth herein. (4) The death or incapacity of any Stockholder shall not terminate the authority and agency of the Representative. (5) Each Stockholder hereby agrees to indemnify the Representative and to hold him harmless against any loss, liability, or expense incurred without negligent conduct or bad faith on the part of the Representative and arising out of or in connection with his duties as Representative, including the costs and expenses incurred by such Representative in defending against any claim of liability in connection herewith. (6) In the event that any claim or demand for which the Stockholders’ RepresentativeStockholders would be liable to Parent or Merger Sub hereunder is asserted against or sought to be collected by a third party, acting on behalf Parent shall promptly notify the Representative of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the Indemnitor, within a reasonable time after final amount of such claim or demand) (the "Claim Notice"). The Representative shall promptly provide notice of each Claim Notice to each Stockholder owning more than 5% of the Company Common Stock at the Effective Time and shall consult with such holders concerning whether or not to dispute liability to Parent hereunder with respect to such claim or demand. The Representative shall have 10 days from its receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have Claim Notice (the right (upon further notice to the Stockholders’ Representative"Notice Period") to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Stockholders’ Representative, acting on behalf of the Indemnitor, to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 at any time prior to settlement, compromise or final determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney’s fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Anything in this Section 8.04 to the contrary notwithstanding, notify Parent (i) whether or not the Stockholders dispute their liability to Parent hereunder with respect to such claim or demand, and (ii) if the Stockholders’ Representativethey do not dispute such liability, acting on behalf of the Indemnitorwhether or not they desire, assumes the defense of any Claim, any Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own their sole cost and expense, to defend Parent against such claim or demand; provided, however, if representation by counsel selected by Parent is hereby authorized prior to and during the Stockholders’ Notice Period to file any motion, answer, or other pleading that it shall deem necessary or appropriate to protect its interests; provided further, however, that Parent shall use its reasonable efforts to provide the Representative would present a conflict with notice of interestany such filing and an opportunity to comment thereon. In the event that the Representative notifies Parent within the Notice Period that the Stockholders do not dispute such liability and desire to defend against such claim or demand, then such Indemnified Party except as hereinafter provided, the Representative shall have the right to defend by appropriate proceedings, which proceedings shall be entitled promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of Parent becoming subject to liability for any other matter. If Parent desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If, in the defensereasonable opinion of Parent, compromise any such claim or demand involves an issue or matter that could have an adverse effect on the business, operations, assets, properties, or prospects of the Company or Parent or an affiliate of Parent, Parent shall have the right to control the defense or settlement of any such Claim with counsel of claim or demand, and its own choice at the expense reasonable costs and expenses thereof shall be included as part of the Indemnitor, (ii) no person who has undertaken indemnification obligations of the Stockholders hereunder. If the Representative disputes the Stockholders' liability with respect to such claim or demand or elects not to defend against such claim or demand, whether by not giving timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Representative or by Parent (but Parent shall not have any obligation to contest any such claim or demand), then that portion thereof as to which such defense is unsuccessful shall be conclusively deemed to be a liability of the Stockholders hereunder (subject, if the Representative has timely disputed liability, to a determination that the disputed liability is covered by these indemnification provisions). (7) In the event that Parent should have a claim against the Stockholders hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Parent shall promptly send a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent Notice with respect to entry of any judgment which (A) such claim to the Representative. If the Representative does not include as an unconditional term thereof notify Parent within the release by Notice Period that he disputes such claim, then the claimant or the plaintiff amount of all Indemnified Parties from all such claim shall be conclusively deemed a liability arising from events which allegedly give rise to such Claim or (B) imposes any restrictions of any kind on the continuing operations of the BusinessStockholders hereunder. (8) Nothing herein shall be deemed to prevent Parent from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim or demand and the estimated amount thereof to the extent then feasible and Parent has reasonable grounds to believe that such a claim or demand will be made.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of the Stockholders and the Company an Indemnitor under Section 8.03 10.3 hereof with respect to Damages resulting from Claims by persons not party to this Agreement shall be subject to the following terms and conditions: (a) Promptly after delivery of an Indemnification a Notice to the Stockholders’ Representative in respect of a Claim and subject to paragraph (c) of this Section 8.0410.4, the Stockholders’ Representative Indemnitor may elect, by written notice to the Indemnified Party, to undertake the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnitor. If the Stockholders’ Representative Indemnitor chooses to defend any claim, the Indemnified Party shall cooperate with all reasonable requests of the Stockholders’ Representative Indemnitor and shall make available to the Stockholders’ Representative Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense. (b) In the event that the Stockholders’ Representative, acting on behalf of the Indemnitor, within a reasonable time after receipt of an Indemnification a Notice, does not so elect to defend such Claim, the Indemnified Party will have the right (upon further notice to the Stockholders’ RepresentativeIndemnitor) to undertake the defense, compromise or settlement of such Claim for the account of the Indemnitor, subject to the right of the Stockholders’ Representative, acting on behalf of the Indemnitor, Indemnitor to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 10.4 at any time prior to settlement, compromise or final determination thereof, providedPROVIDED, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney’s 's fees and expenses) incurred by it in connection with such defense prior to such assumption. (c) Anything in this Section 8.04 10.4 to the contrary notwithstanding, (i) if the Stockholders’ Representative, acting on behalf of the Indemnitor, Indemnitor assumes the defense of any Claim, any Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense, provided, however, if representation by counsel selected by the Stockholders’ Representative would present a conflict of interest, then such Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at the expense of the Indemnitor, (ii) no person who has undertaken to defend a Claim under Section 8.04(a10.4(a) hereof shall, without written consent of all the Indemnified PartiesParty, settle or compromise any Claim or consent to entry of any judgment which (A) does not include as an unconditional term thereof the release by the claimant or the plaintiff of all the Indemnified Parties Party from all liability arising from events which allegedly give rise to such Claim or (B) imposes any restrictions of any kind on the continuing operations of the BusinessClaim.

Conditions of Indemnification of Third-Party Claims. The obligations and liabilities of the Stockholders and the Company under Section 8.03 hereof parties hereunder with respect to Damages Claims resulting from Claims the assertion of liability by persons not party to this Agreement third parties ("Third Party Claims") shall be subject to the following terms and conditions: (a) Promptly after delivery Each Stockholder hereby irrevocably makes, constitutes, and appoints Todd Xxxxxx xx its agent (the "Representative") and authorizes and empowers him to fulfill the role of an Indemnification Notice to Representative hereunder. In the Stockholders’ Representative in respect event of a Claim and subject to paragraph (c) the resignation of this Section 8.04the Representative, the Stockholders’ resigning Representative may electshall appoint a successor either from among the Stockholders or who shall otherwise be acceptable to Parent and who shall agree in writing to accept such appointment, by written notice to and the Indemnified Party, to undertake the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnitorresigning Representative's resignation shall not be effective until such a successor shall exist. If the Stockholders’ Representative chooses to defend any claimshould die or become incapacitated, the Indemnified Party his successor shall cooperate with all reasonable requests be appointed within 30 days of his death or incapacity by a majority of the Stockholders’ , and such successor either shall be a Stockholder or shall otherwise be acceptable to Parent. The choice of a successor Representative appointed in any manner permitted above shall be final and binding upon all of the Stockholders and Parent. The decisions and actions of any successor Representative shall make available to be, for all purposes, those of the Stockholders’ Representative any books, records or other documents within its control that are necessary or appropriate for such defenseas if originally named herein. (b) Each Stockholder hereby irrevocably makes, constitutes, and appoints the Representative as such person's true and lawful attorney in fact and agent, for such person and in such person's name, (i) to receive all notices and communications directed to such Stockholder under this Agreement and to take any action (or to determine to take no action) with respect thereto as he may deem appropriate as effectively as such Stockholder could act for himself or herself, including without limitation, the settlement or compromise of any dispute or controversy, and (ii) to execute and deliver all instruments and documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Stockholder could do personally, and each such Stockholder hereby ratifies and confirms as his or her own act, all that the Representative shall do or cause to be done pursuant to the provisions hereof. All notices and all other communications directed to Stockholders under this Agreement shall be given to the Representative. (c) Each Stockholder irrevocably consents to the service of any process, pleading, notices, or other papers by the mailing of copies thereof by registered, certified, or first class mail, postage prepaid, to the Representative at such person's address set forth herein. (d) The death or incapacity of any Stockholder shall not terminate the authority and agency of the Representative. (e) Each Stockholder hereby agrees to indemnify the Representative and to hold him harmless against any loss, liability, or expense incurred without negligent conduct or bad faith on the part of the Representative and arising out of or in connection with his duties as Representative, including the costs and expenses incurred by such Representative in defending against any claim of liability in connection herewith. (f) In the event that any claim or demand for which the Stockholders would be liable to Parent or Merger Sub hereunder is asserted against or sought to be collected by a third party, Parent shall promptly notify the Representative of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"). The Representative shall promptly provide notice of each Claim Notice to each Stockholder owning more than 5% of the Company Common Stock (as defined in the Merger Agreement) at the Effective Time and shall consult with such holders concerning whether or not to dispute liability to Parent hereunder with respect to such claim or demand. The Representative shall have 10 business days from its receipt of the Claim Notice (the "Notice Period") to notify Parent (i) whether or not the Stockholders dispute their liability to Parent hereunder with respect to such claim or demand, and (ii) if they do not dispute such liability, whether or not they desire, at their sole cost and expense, to defend Parent against such claim or demand; provided, however, Parent is hereby authorized prior to and during the Notice Period to file any motion, answer, or other pleading that it shall deem necessary or appropriate to protect its interests; provided further, however, that Parent shall use its reasonable efforts to provide the Representative with notice of any such filing and an opportunity to comment thereon. In the event that the Stockholders’ Representative, acting on behalf of Representative notifies Parent within the Indemnitor, within a reasonable time after receipt of an Indemnification Notice, does Notice Period that the Stockholders do not so elect dispute such liability and desire to defend against such Claimclaim or demand, then except as hereinafter provided, the Indemnified Party will Representative shall have the right (upon further notice to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to avoid any risk of Parent becoming subject to liability for any other matter. If Parent desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If, in the Stockholders’ Representative) reasonable opinion of Parent, any such claim or demand involves an issue or matter that could have an adverse effect on the business, operations, assets, properties, or prospects of the Company or Parent or an affiliate of Parent, Parent shall have the right to undertake control the defense, compromise defense or settlement of any such Claim for the account claim or demand, and its reasonable costs and expenses thereof shall be included as part of the Indemnitor, subject to the right indemnification obligations of the Stockholders hereunder. If the Representative disputes the Stockholders’ Representative' liability with respect to such claim or demand or elects not to defend against such claim or demand, acting on behalf whether by not giving timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Representative or by Parent (but Parent shall not have any obligation to contest any such claim or demand), then that portion thereof as to which such defense is unsuccessful shall be conclusively deemed to be a liability of the IndemnitorStockholders hereunder (subject, if the Representative has timely disputed liability, to assume the defense of such Claim pursuant to the terms of paragraph (a) of this Section 8.04 at any time prior to settlement, compromise or final a determination thereof, provided, that the Indemnitor reimburses in full all costs of the Indemnified Party (including reasonable attorney’s fees and expenses) incurred disputed liability is covered by it in connection with such defense prior to such assumptionthese indemnification provisions). (cg) Anything in this Section 8.04 In the event that Parent should have a claim against the Stockholders hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, Parent shall promptly send a Claim Notice with respect to such claim to the contrary notwithstandingRepresentative. If the Representative does not notify Parent within the Notice Period that he disputes such claim, (i) if then the Stockholders’ Representative, acting on behalf amount of such claim shall be conclusively deemed a liability of the Indemnitor, assumes the defense of any Claim, any Indemnified Party Stockholders hereunder. (h) Nothing herein shall be entitled deemed to participate in prevent Parent from making a claim hereunder for potential or contingent claims or demands provided the defense, compromise Claim Notice sets forth the specific basis for any such potential or settlement of contingent claim or demand and the estimated amount thereof to the extent then feasible and Parent has reasonable grounds to believe that such Claim with counsel of its own choice at its own expense, provided, however, if representation by counsel selected by the Stockholders’ Representative would present a conflict of interest, then such Indemnified Party shall claim or demand will be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at the expense of the Indemnitor, (ii) no person who has undertaken to defend a Claim under Section 8.04(a) hereof shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment which (A) does not include as an unconditional term thereof the release by the claimant or the plaintiff of all Indemnified Parties from all liability arising from events which allegedly give rise to such Claim or (B) imposes any restrictions of any kind on the continuing operations of the Businessmade.