Common use of Conduct of Litigation Clause in Contracts

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each Party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim, or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof to the amount Party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure; b) The indemnifying Party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying Party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted, as soon as knownor who shall be the defendant in such action, and such indemnified Party shall bear all fees and expenses of any additional counsel retained by it; c) Notwithstanding the facts constituting immediately preceding paragraph, if the basis for named parties in such claim. The Indemnified action (including impleaded parties) include the indemnified and the indemnifying Parties, and the indemnified Party has been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action, or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then the indemnified Party shall be under entitled, at its election, to conduct such separate defense as is necessary to protect its own interests, at its own expense, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a duty court of competent jurisdiction that the indemnified Party is entitled to take commercially indemnification hereunder for the Indemnified Amounts giving rise to such action; d) If the indemnifying Party shall elect not to assume the defense of such claim or action, such indemnifying Party shall reimburse such indemnified Party for the reasonable efforts to mitigate the losses relating to fees and expenses of any such claimcounsel retained by it, and any losses incurred shall be bound by the results obtained by the indemnified Party in respect of such commercially reasonable mitigation efforts shall constitute losses for purposes claim or action if it is determined by agreement of this Article VI. (b) Without limiting the generality indemnifying Party and the indemnified Party or by a court of Section 6.5 (a) hereof, in competent jurisdiction that the event of a claim for indemnified Party is entitled to indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified indemnifying Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each Party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim, or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof to the amount Party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure; b) The indemnifying Party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying Party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted, as soon as knownor who shall be the defendant in such action, and such indemnified Party shall bear all fees and expenses of any additional counsel retained by it; c) Notwithstanding the facts constituting immediately preceding paragraph, if the basis for named parties in such claim. The Indemnified action (including impleaded parties) include the indemnified and the indemnifying Parties have been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action, or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then the indemnified Party shall be under entitled, at its election, to conduct such separate defense as is necessary to protect its own interests, at its own expense, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a duty court of competent jurisdiction that the indemnified Party is entitled to take commercially indemnification hereunder for the Indemnified Amounts giving rise to such action; d) If the indemnifying Party shall elect not to assume the defense of such claim or action, such indemnifying Party shall reimburse such indemnified Party for the reasonable efforts to mitigate the losses relating to fees and expenses of any such claimcounsel retained by it, and any losses incurred shall be bound by the results obtained by the indemnified Party in respect of such commercially reasonable mitigation efforts shall constitute losses for purposes claim or action if it is determined by agreement of this Article VI. (b) Without limiting the generality indemnifying Party and the indemnified Party or by a court of Section 6.5 (a) hereof, in competent jurisdiction that the event of a claim for indemnified Party is entitled to indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified indemnifying Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (aA) Subject Upon the Non-defaulting Party becoming aware of anything which is or may constitute a breach of any of the Defaulting Party's Obligations or of any claim, action or demand against it or matter likely to give rise to any of these in respect of the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VIDefaulting Party's Obligations, the Non-defaulting Party shall: (or Partiesi) seeking indemnification (promptly notify the “Indemnified Party”) shall notify, in writing, the Defaulting Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, by written notice as soon as knownpracticable after it appears to the Non-defaulting Party that any assessment or claim of a third party received by or coming to the notice of the Non-defaulting Party may result in a claim under the Defaulting Party's Obligations; (ii) subject to the Defaulting Party indemnifying the Non-defaulting party and, if so required by the facts constituting Non-defaulting Party the basis for relevant member of the Group to their reasonable satisfaction against any liability, costs, damages or expenses which may properly be incurred thereby, take such claim. The Indemnified reasonable action, provide such reasonable assistance and give such information and access to personnel, premises, chattels, documents and records to the Defaulting Party shall be under and its professional advisers as the Defaulting Party may reasonably request in order to investigate, avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim in respect thereof or adjudication with respect thereto or any claim or potential claim in respect of a duty breach of any of the Defaulting Party's Obligations; (iii) at the request and cost of the Defaulting Party, allow the Defaulting Party to take commercially reasonable efforts to mitigate the losses relating to any sole conduct of such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting actions as the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or Defaulting Party may deem reasonably appropriate in connection with any such assessment or claim or legal proceeding by a third party (a “Third in the name of the Non-defaulting Party Claim”), and in that connection the Indemnified Non-default ing Party shall give notice or cause to be given to the Indemnifying Defaulting Party no later than 20 (twenty) Business Days prior to and at the time any response to an asserted Third cost of the Defaulting Party Claim is required. The Indemnified Party (or the Company all such assistance as the case Defaulting Party may bereasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such claim and shall instruct such solicitors or other professional advisors as the Defaulting Party may nominate to act on behalf of the Non-defaulting Party but to act in accordance with the reasonable instructions of the Defaulting Party; (iv) shall not make use all reasonable endeavors to ensure that no admission of liability, agreement, settlement or compromise is made with any third party in relation to any such claim or adjudication without the prior written consent of the Indemnifying Party, which Defaulting Party (such consent shall not to be unreasonably withheld. The Indemnifying withheld or delayed); and (v) take at the cost of the Defaulting Party may assume the defence all reasonable action to mitigate any loss suffered by it in respect of any Third Party Claim, provided, however, that no settlement shall which a claim could be made without under the prior written consent of the Indemnified Defaulting Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of 's Obligations. (B) In any such Third Party Claim or related legal proceedingevent, the Indemnifying Defaulting Party shall be entitled to select counsel at any stage and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in reasonable discretion to settle any such proceeding with third party assessment or claim and shall notify the counsel Non-defaulting Party of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide decision so to settle such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimassessment or claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. 7.1 Litigation for which the liability has not, or has not yet, been allocated in accordance with clause 4.1 shall be conducted by the Formal Litigant in full compliance with clause 6.2(a). (a) Subject If the liability for specific Litigation (including the related Losses) has been allocated to one Party or its Business, the limitations set forth Litigation shall be conducted (as construed in Section 6.6 hereofSchedule 6) by that Party (or any of its Subsidiaries). (b) If the liability for specific Litigation (including the related Losses) has been allocated to multiple Parties or their Businesses, whenever a claim the Litigation shall be conducted by the Party (or any of its Subsidiaries) to which the largest part of the liability for indemnification shall arise under this Article VIthe specific Litigation (including the related Losses) has been allocated. (c) If two or more Parties or their Businesses equally share the liability for specific Litigation (including the related Losses), the Party (or Partiesany of its Subsidiaries) seeking indemnification (that also is the “Indemnified Party”) Formal Litigant shall notifyconduct the relevant Litigation. For the avoidance of doubt, in writingif there are two or more Formal Litigants, they may each conduct the Litigation as a party thereto. The Party (or any of its Subsidiaries), or Parties (or any of their Subsidiaries), that may conduct that Litigation pursuant to this clause 7.2 shall be the Litigation Conduct Party, or Litigation Conduct Parties) from whom indemnification is sought (. 7.3 A Litigation Conduct Party shall conduct the “Indemnifying Party”) of such claimLitigation for which the liability has been allocated to it in accordance with this MCA. 7.4 To the extent reasonably possible, together with an estimate of the amount of such claim in reasonable detailFormal Litigant, and, if the Litigation Conduct Party is not the same Party as soon as knownthe Formal Litigant, the facts constituting Litigation Conduct Party, shall take into account the views and interests of all Relevant Parties (without prejudice to clause 8). 7.5 No decision or agreement as regards the conduct of Litigation pursuant to this clause 7 shall affect the basis upon which the liability for such claim. The Indemnified Party shall specific Litigation (including the related Losses) is to be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts allocated or shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent allocation of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume liability for that Litigation (including the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party ClaimLosses). (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “"Indemnified Party”") shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “"Indemnifying Party”") of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “"Third Party Claim”"), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors Vendor as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser Purchasers shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party 24 from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to take commercially reasonable efforts to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them. Notwithstanding the immediately preceding sentence, if the named parties in such commercially reasonable mitigation efforts action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall constitute losses for purposes have been advised by counsel that there may be a conflict between the positions of this Article VI. (b) Without limiting the generality indemnifying party and the indemnified party in conducting the defense of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting such action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever Any party against whom a claim for indemnification shall arise under this Article VIis asserted, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) promptly after receipt of such claim, together with an estimate notice of the amount commencement or threat of any such claim in reasonable detailrespect of which indemnification may be sought hereunder (the "Indemnified Party"), andshall notify the other party (the "Indemnifying Party") in writing of the commencement or threat thereof. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligation to indemnify PI the Indemnified Party and shall not relieve the Indemnifying Party of any other liability which any of them may have to the Indemnified Party, except to the extent such failure to notify results in actual damage or prejudice to the Indemnifying Party over and above any amount for which the Indemnifying Party would otherwise have been responsible under Article 5 of this Agreement. In the event of the commencement of any such action as soon to which the Indemnified Party notifies the Indemnifying Party as knownaforesaid, the facts constituting Indemnifying Party will be entitled to participate therein and to assume the basis defense thereof at its expense, provided that the Indemnifying Party promptly notify the Indemnified Party of its election so to assume the defense thereof. Nothing herein shall be construed so as to give any insurance carrier a right of subrogation for claims paid except as such claimright would otherwise exist in the absence of Article 5 of this Agreement. The Indemnified Party shall be entitled to participate in the defense of any action and to be represented by counsel of its own selection. If the attorneys provided for the defense of the Indemnified Party by the Indemnifying Party withdraw from or are removed by court order from the Indemnified Party's representation, or if either equitable relief is being sought or the Indemnified Party is also joined as a party in any such action, then the cost of counsel selected by the Indemnified Party shall be part of the Indemnified Party's cost, and the Indemnified Party shall have the right in all respects to conduct its own defense. If the Indemnified Party otherwise retains its own counsel, the cost thereof shall be for the account of the Indemnified Party. As to cases in which the Indemnifying Party has assumed and is providing the defense for the Indemnified Party, except with respect to causes of action alleged separately against the Indemnified Party, the handling and decisions in respect of which shall be under the sole and exclusive control of the Indemnified Party, the control of such defense and the right to reach a duty to take commercially reasonable efforts to mitigate settlement in such action shall remain vested in the losses relating Indemnifying Party. As to any such claimaction in which the Indemnified Party is not represented by counsel of its own selection, the Indemnifying Party shall provide to the Indemnified Party reasonable information (including reasonable advance notice of all proceedings in respect thereto) regarding the conduct of the action and the right to attend all proceedings and depositions in respect thereto through its agents and attorneys, and any losses incurred the right to discuss the action with counsel for the Indemnifying Party, and the Indemnifying Party will consider the Indemnified Party's view with respect to the conduct of the action. Except as provided in such commercially reasonable mitigation efforts shall constitute losses for purposes the first sentence of this Article VI. (b) Without limiting paragraph above, the generality of Section 6.5 (a) hereofIndemnifying Party shall at all times be entitled to make all decisions regarding the action, in including settlements; provided, that, if the event of Indemnified Party objects to a claim settlement which has otherwise been fully agreed to but for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”)this provision, the Indemnified Party shall give notice to may prohibit the Indemnifying Party no later than 20 (twenty) Business Days prior to from making such settlement in the time any response to an asserted Third Party Claim is required. The Indemnified Party (or Party's behalf, in which case, at the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent election of the Indemnifying Party, which consent shall not be unreasonably withheld. The the Indemnifying Party may assume pay to the defence Indemnified Party the proposed cost to them of such settlement, in cash, and the Indemnified Party shall thereafter be responsible for such litigation matter and the Indemnifying Party thereafter has no further indemnification responsibility with respect to such matter. If, within twenty (20) days after receipt by the Indemnifying Party of notice from the Indemnified Party to the Indemnifying Party as to commencement of any Third action in respect of which indemnification is sought hereunder, the Indemnifying Party Claim, provided, however, that no settlement shall be made without the prior written consent of has not notified the Indemnified Party, which consent shall not be unreasonably withheld. If an Party that the Indemnifying Party assumes the defence defense of any such Third action without reservation and have actually assumed such defense, then the Indemnified Party Claim or related legal proceedingshall have the right to defend such action and totally to control such defense, and to proceed immediately against the Indemnifying Party to enforce all indemnification rights hereunder (including but not limited to the costs of defense, as the same may be incurred), and the Indemnifying Party shall thereafter not be entitled to select counsel and take all steps necessary participate in such action. The indemnification obligations of the settlement or defence thereof; providedIndemnifying Party with respect to such action shall, however, in no way be diminished by virtue of the foregoing, and the fact that the Indemnified Party mayshall have defended, at its own expensesettled, participate compromised or otherwise dealt with such action shall not, in any such proceeding with the counsel circumstances, be deemed to constitute any waiver, release, or exon- eration of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out from its indemnification obligations, regardless of the outcome of such action.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty conducted by counsel chosen by such indemnifying party, unless the indemnified party reasonably objects to take commercially reasonable efforts the use of such counsel, in such event counsel may be any counsel reasonably satisfactory to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them; provided, however, that if the indemnified party reasonably determines that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding by a third action, such indemnifying party (a “Third Party Claim”), will reimburse such indemnified party for the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence reasonable fees and expenses of any Third Party Claimcounsel retained by it, and shall be bound by the results obtained by the indemnified party; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to take commercially reasonable efforts to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them. Notwithstanding the immediately preceding sentence, if the named parties in such commercially reasonable mitigation efforts action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall constitute losses for purposes have been advised by counsel that there may be a conflict between the positions of this Article VI. (b) Without limiting the generality indemnifying party and the indemnified party in conducting the defense of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting such action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detail, and, as soon as known, the facts constituting the basis for which event such claim. The Indemnified Party defense shall be under a duty 26 conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to take commercially reasonable efforts to mitigate the losses relating to any indemnified party against whom such claimclaim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any losses incurred additional counsel retained by it or them. Notwithstanding the immediately preceding sentence, if the named parties in such commercially reasonable mitigation efforts action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall constitute losses for purposes have been advised by counsel that there may be a conflict between the positions of this Article VI. (b) Without limiting the generality indemnifying party and the indemnified party in conducting the defense of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting such action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claimsuch action, provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. In the event that the Buyer Parties become subject to an action, suit or proceeding pursuant to the Merger Agreement that (a) Subject to involves an allegation of a breach by Buyer Parties of an obligation under the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (Merger Agreement or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereofinvolves a factual allegation that, in the event of if true, would constitute a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding breach by a third party Sponsor of an obligation under this Agreement or its Limited Guarantee (with respect to such Sponsor, a “Third Party Related Claim”), then Topco shall deliver notice of such Related Claim to such Sponsor reasonably promptly after becoming aware of such Related Claim; provided that the Indemnified Party failure of Topco to give reasonably prompt notice of any Related Claim shall give notice not release, waive or otherwise affect the Sponsor’s obligations with respect thereto except to the Indemnifying Party no later than 20 extent that the Sponsor is actually and materially prejudiced as a result of such failure. Such Sponsor shall have the right (twentybut not the obligation), within 30 days after receipt of notice of such Related Claim, to elect to (i) Business Days prior in the case of a Related Claim primarily or exclusively related to such Sponsor, jointly with Topco control the defense of such Related Claim and (ii) in the case of any other Related Claim, participate in the defense of such Related Claim with Topco and any other Sponsor in respect of which such claim is a Related Claim, it being understood that with respect to any Related Claim, such Sponsor may employ counsel (which shall be reasonably satisfactory to Topco), at its own expense, separate from the counsel employed by Topco. If such Sponsor exercises its right pursuant to the time preceding sentence to control or participate in such Related Claim, then the Sponsors shall reasonably cooperate with such Sponsor in the defense thereof (and in any response event each Sponsor shall reasonably cooperate with Topco in the defense of such Related Claim); provided, however, that no Sponsor shall be required to an asserted Third Party commence or participate in any legal action in connection therewith. Such Sponsor will not admit any liability with respect to, or settle, compromise or discharge, any such Related Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the Topco’s prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may assume Whether or not such Sponsor assumes the defence defense of any Third Party a Related Claim, providedTopco shall not, howeverand cause the Buyer Parties not to, that no settlement shall be made admit any liability with respect to, or settle, compromise or discharge, such Related Claim without the such Sponsors’ prior written consent of the Indemnified Party, (which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim , conditioned or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimdelayed). (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject Each indemnifying party shall be entitled at its own expense to conduct the defense of any claim or action to be indemnified hereunder in which event such defense shall be conducted by counsel chosen by such indemnifying party, which counsel may be any counsel reasonably satisfactory to the limitations set forth indemnitees, and the indemnified party shall bear all fees and expenses of any additional counsel retained by them; provided, however, that if counsel for the indemnified party reasonably determines that there is a conflict between the positions of the indemnified party and the indemnifying party in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, conducting the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) defense of such claimaction or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, together with an estimate then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the amount indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such claim or action, and such action is finally determined by a court of competent jurisdiction and such indemnifying party is determined to be liable for the indemnification obligations hereunder, then the indemnifying party will reimburse the indemnitees for the reasonable fees and expenses of any counsel retained by them in reasonable detailsuch action and/or in any action brought by the indemnified party to determine the indemnification obligations of the indemnifying party and all court costs, andinterest, and fees and disbursements as soon as knownpermitted by statute, and the facts constituting the basis for such claim. The Indemnified Party indemnifying party shall be under a duty to take commercially reasonable efforts to mitigate bound by the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting results obtained by the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, indemnitees; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimindemnifying party. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “"Indemnified Party”") shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “"Indemnifying Party”") of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “"Third Party Claim”"), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser Purchasers shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; PROVIDED, HOWEVER, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified party against whom such claim is asserted or who shall be the defendant in such action, as soon as known, the facts constituting the basis for and such claimindemnified party shall bear all fees and expenses of any additional counsel retained by it or them. The Indemnified Party indemnifying party shall provide the indemnified person with such additional information and opportunity for consultation as may reasonably be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding requested by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is requiredit. The Indemnified Party (or the Company indemnified person shall render all assistance as the case may be) indemnifying party shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence defense of any such action. Notwithstanding the foregoing, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such Third Party Claim. (c) In action or that there are legal defenses available to such indemnified party different from or in addition to those available to the case indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of any claim the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is not a Third Party Claim, entitled to indemnification hereunder for the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond Indemnified Amounts giving rise to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereofsuch action. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.the

Conduct of Litigation. Upon the Purchaser becoming aware of any claim, action or demand against it or matter likely to give rise to any of these in respect of the Warranties (aa "Claim"), the Purchaser shall and shall procure that the relevant Group Company shall (except in relation to a Claim under the Warranties contained in paragraph 22 of Schedule 3 in relation to a Protected Matter (as defined in the Environmental Deed) Subject which shall not be subject to this paragraph 3.3 and shall be governed by the Schedule to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party Environmental Deed):- (A) within 21 Business Days (or Partiessuch shorter period as is necessary to enable GEC to make a substantive response to any such Claim) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, notify GEC by written notice as soon as knownit appears to the Purchaser that any such Claim of a third party received by or coming to the notice of the Purchaser may result in a claim under the Warranties; (B) subject to GEC indemnifying the Purchaser and/or the relevant Group Company to their reasonable satisfaction against any liability, costs, damages or expenses which may be reasonably and properly incurred thereby, take such action and give such information and, upon reasonable notice, access to relevant personnel, premises, chattels, documents and records to GEC and its professional advisers as GEC may reasonably request and the facts constituting relevant Group Company and/or the basis for Purchaser and/or the relevant member of the Purchaser's Group shall take such claim. The Indemnified Party shall action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any Claim in respect thereof or adjudication with respect thereto as GEC may reasonably require; (C) at the request of GEC and subject to GEC indemnifying the Purchaser and/or the relevant Group Company to their reasonable satisfaction against any liability, costs, damages or expenses which may be under a duty reasonably and properly incurred thereby, allow GEC to take commercially reasonable efforts to mitigate the losses relating to any sole conduct of such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or actions as GEC may reasonably deem appropriate in connection with any claim such Claim in the name of the Purchaser or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party appropriate member of the Purchaser's Group and in that connection the Purchaser shall give notice or cause to be given to GEC all such assistance as GEC may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such Claim. GEC shall:- (i) in response to reasonable requests from the Purchaser from time to time, keep the Purchaser informed of the progress of the Claim; (ii) provide the Purchaser with copies of such documentation relating to the Indemnifying Party Claim as it may reasonably request; and (iii) give the Purchaser such opportunities as it may reasonably request to make representations regarding the conduct of the Claim. (D) make no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise with any third party in relation to any such Claim or adjudication without the prior written consent of GEC (such consent not to be unreasonably withheld or delayed). If GEC agrees with the Indemnifying Partythird party to settle or compromise a Claim, and the Purchaser refuses to agree to such settlement or compromise then, if the amount for which consent GEC subsequently becomes liable exceeds the figure at which it would have so settled or compromised the relevant Claim, GEC shall not be unreasonably withheld. The Indemnifying Party may assume liable for the defence excess amount or any costs or liabilities incurred since the proposed date of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereofcompromise; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, and (E) the Purchaser shall, undertakes to mitigate its loss and nothing in this Agreement shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimderogate from that duty. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. ‌‌ (a) Subject to clause 15.2(b), the limitations set forth in Section 6.6 hereofparty liable to satisfy an Action, whenever including as a claim for indemnification shall arise result of any indemnity under this Article VIagreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate must assume conduct of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VIAction at its cost. (b) Without limiting Unless otherwise agreed by the generality parties in relation to an Action:‌‌ (i) the Proprietor will be responsible for the conduct of Section 6.5 Historic Abuse Claims and Actions where the Proprietor is named or nominated as a defendant; and (aii) hereof, MACS will be responsible for the conduct of Employee Abuse Claims except any Employee Abuse Claim brought against the Archdiocese (which the parties acknowledge and agree will be conducted by the Archdiocese).‌‌ (c) Where the party responsible for the conduct of an Action (First Party) has indemnified the other party in respect of that Action or is conducting the Action in the event name of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third the other party (a “Third Party Claim”Second Party), the Indemnified First Party: (i) must consult with the Second Party shall give notice to about the Indemnifying Action and its defence;‌ (ii) may issue proceedings, cross claims or third party claims in the name of the Second Party no later than 20 (twenty) Business Days prior to with the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Second Party, which consent shall must not be unreasonably withheld. The Indemnifying Party may assume ; and (iii) must not settle or compromise the defence of Action or make any Third Party Claim, provided, however, that no settlement shall be made admissions without the prior written consent of the Indemnified Second Party, which consent shall must not be unreasonably withheld. If withheld.‌ (d) In relation to an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceedingAction under clause 15.2(c), the Indemnifying Second Party: (i) must render all reasonable assistance and co-operation to the First Party shall be entitled to select counsel and take all steps necessary its insurers in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any conduct of the Vendors as Indemnifying Party assumes Action including, without limitation, providing any relevant documents in its possession, taking reasonable steps to obtain possession of documents when requested to do so and signing all relevant documents, authorities and directions requested of it; and (ii) must not settle or compromise the defence Action or make any admissions without the consent of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party ClaimFirst Party. (ce) In If an Action is brought against both the case of Proprietor and MACS, or both parties may suffer, pay or incur any claim that is not a Third Party ClaimLiability in relation to the Action, the Indemnifying Party shall have 30 parties will use best endeavours to agree: (thirtyi) Business Days within which it may respond party will be responsible for the conduct of the Action; and (ii) any contribution as between them without the need to a notice of a claim for indemnification given by an Indemnified Party pursuant formally join the other party to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsAction.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “"Indemnified Party”") shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “"Indemnifying Party”") of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “"Third Party Claim”"), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it in respect of matters for which it is entitled to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise indemnity under this Article VIAgreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) promptly give written notice of such claim, together with an estimate of or the amount commencement of such claim in reasonable detailaction, andor threat thereof, as soon as known, to the facts constituting the basis for such claim. The Indemnified Party party from whom indemnity shall be under a duty sought hereunder (but the failure or delay of such party to take commercially reasonable efforts give such notice shall not relieve the indemnifying party of its obligation to mitigate provide indemnification hereunder, except to the losses relating to any extent the indemnifying party is prejudiced by such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in failure or delay). In the event of such claim involves a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”)against the indemnified party, the Indemnified Party shall give indemnifying party may elect (by written notice delivered to the Indemnifying Party no later than 20 (twentyindemnified party) Business Days prior to undertake, conduct and control, through counsel of its own choosing and reasonably acceptable to the time any response indemnified party and at its own expense, the settlement or defense thereof, and if it shall so elect to an asserted Third Party Claim is requiredundertake the defense thereof, the indemnified party shall cooperate with it in connection therewith, provided that the indemnified party may participate (subject to the indemnifying party's control) in such settlement or defense through counsel chosen by it, and provided further that the fees and expenses of such indemnified party's counsel (from and after the date of such election) shall be borne by the indemnified party. If the indemnifying party does not elect to undertake the defense of such as provided above, the indemnified party shall undertake and control the defense thereof and the indemnifying party shall be liable for all fees and expenses of such defense, including the fees and expenses of such indemnified party's counsel. The Indemnified Party (or indemnifying party may, without the Company as consent of the case may be) shall not make admission of liabilityindemnified party, agreement, settlement settle or compromise or consent to the entry of any judgment in any action involving only the payment of money by the indemnifying party and which does not involve any undertaking which would affect the operation of the Business by the Purchaser after the Closing Date, which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such action, which written release shall be reasonably satisfactory in form and substance to counsel for the indemnified party. The indemnifying party shall not, without the prior written consent of the Indemnifying Party, indemnified party (which consent shall not be unreasonably withheld), settle or compromise any action involving relief other than the payment of money by the indemnifying party or that does not provide a written release of the indemnified party from all liability with respect thereto. The Indemnifying Party may assume the defence indemnified and indemnifying party shall each cooperate fully in all aspects of any Third Party Claiminvestigation, provideddefense, howeverpre-trial activities, that no settlement shall be made without the prior written consent of the Indemnified Partytrial, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceedingcompromise, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case discharge of any claim that in respect of which indemnity is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party sought pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsArticle XII.

Conduct of Litigation. (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors Vendor as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser Purchasers shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified party against whom such claim is asserted or who shall be the defendant in such action, as soon as known, the facts constituting the basis for and such claimindemnified party shall bear all fees and expenses of any additional counsel retained by it or them. The Indemnified Party indemnifying party shall provide the indemnified person with such additional information and opportunity for consultation as may reasonably be under a duty to take commercially reasonable efforts to mitigate requested by it. The indemnified person shall render all assistance as the losses relating to indemnifying party shall reasonably request in the defense of any such claimaction. Notwithstanding the foregoing, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and any losses incurred the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party Amounts giving rise to such action; provided, however, that no such claim or action shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise be settled without the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim withheld or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimdelayed. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject to Each party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof, to the amount party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified party against whom such claim is asserted or who shall be the defendant in such action, as soon as known, the facts constituting the basis for and such claimindemnified party shall bear all fees and expenses of any additional counsel retained by it or them. The Indemnified Party indemnifying party shall provide the indemnified person with such additional information and opportunity for consultation as may reasonably be under a duty to take commercially reasonable efforts to mitigate requested by it. The indemnified party shall render all assistance as the losses relating to indemnifying party shall reasonably request in the defense of any such claimaction. Notwithstanding the foregoing, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and any losses incurred the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting action or that there are legal defenses available to such indemnified party different from or in connection with any addition to those available to the indemnifying party, then counsel for the indemnified party shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party, if it is determined by agreement of the indemnifying party and the indemnified party or by a court of competent jurisdiction that the indemnified party is entitled to indemnification hereunder for the Indemnified Amounts giving rise to such action; provided that the indemnifying party shall be obligated to pay for only one counsel for all indemnified parties. If the indemnifying party shall elect not to assume the defense of such claim or legal proceeding action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such claim or action if it is determined by agreement of the indemnifying party and the indemnified party or by a third court of competent jurisdiction that the indemnified party (a “Third Party Claim”), is entitled to indemnification hereunder for the Indemnified Party Amounts giving rise to such action; provided, however, that no such claim or action shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise be settled without the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim withheld or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claimdelayed. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) 8.1 Subject to the limitations set forth in Section 6.6 hereofprovisions of paragraph 8.3, whenever a claim for indemnification shall arise under this Article VI, upon the Indemnified Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) becoming aware of such any claim, together with action or demand made or threatened by any Third Party which may give rise to an estimate of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party Indemnity Claim (a “"Third Party Claim”"), the Indemnified Party shall shall: (a) notify the Indemnifying Party by written notice as soon as practicable, and in any event within 10 Business Days after it appears to the Indemnified Party that any person is or may become liable in respect of a Third Party Claim; (b) if requested by the Indemnifying Party, give notice the Indemnifying Party and their professional advisers reasonable access to the personnel of the Indemnified Party in order to interview the personnel; (c) disclose in writing to the Indemnifying Party no later than 20 (twenty) Business Days prior all relevant information and documents relating to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as matters which will or are likely to give rise to the case may beThird Party Claim; and (d) shall not make no submission, admission of liability, agreement, settlement or compromise to or with any Third Party in relation to any such Third Party Claim or adjudication without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld. The . 8.2 Subject to the provisions of paragraph 8.3 the Indemnified Party shall procure that the conduct, negotiation, mitigation, defence, settlement or litigation of such Third Party Claim is so far as reasonably practicable carried out in accordance with the instructions of the Indemnifying Party may assume and at the defence cost of the Indemnified Party and, if so requested by the Indemnifying Party, shall delegate the conduct of any legal proceedings in respect of the Third Party Claim, provided, however, that no settlement shall be made without Claim to the prior written consent of Indemnifying Party subject to the Indemnifying Party: (a) giving timely instructions to the Indemnified Party; and (b) indemnifying and keeping indemnified the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes to the defence Indemnified Party's reasonable satisfaction, in respect of any such Third Party Claim or related losses, claims, liabilities, damages and demands suffered and all costs and expenses (including, but not limited to, all reasonable and properly incurred legal proceeding, the Indemnifying Party shall be entitled to select counsel costs and take all steps necessary in the settlement or defence thereof; provided, however, that expenses) incurred by the Indemnified Party may, at its own expense, participate in any such proceeding connection with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In 8.3 The Indemnifying Party shall not have any liability in respect of an Indemnity Claim where and to the case extent that the liability pursuant to the relevant Indemnity Claim arises or is increased as a result of a failure by the Indemnified Party to act in accordance with any claim that is not a Third Party Claim, request or direction given by the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligationsin accordance with this paragraph 8.3.

Conduct of Litigation. (a) Subject An indemnified party hereunder shall promptly give notice to the limitations indemnifying party after obtaining knowledge of any claim or other item against the indemnified party as to which recovery may be sought against the indemnifying party because of the covenants of indemnity set forth in Section 6.6 hereof, whenever a claim for indemnification above. If such indemnity shall arise under this Article VIfrom the claim of a third party, the Party indemnified party shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. If the indemnifying party assumes the defense of the claim, matter or litigation at issue, each indemnified party shall have the right to employ separate counsel in such claim, matter or litigation and to participate in the defense or conduct thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party unless (or Partiesi) seeking indemnification (the “Indemnified Party”) indemnifying party shall notifyhave failed, in writing, within a reasonable time after having been notified by the Party (or Parties) from whom indemnification is sought (indemnified party of the “Indemnifying Party”) existence of such claim, together matter or litigation as provided in the preceding sentence, to assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party and such indemnified party shall have been advised in writing by such counsel that there may be conflicting interests between the indemnifying party and the indemnified party in the legal defense thereof and, in such event, legal counsel selected by the indemnifying party shall be required to cooperate fully with an estimate legal counsel selected by the indemnified party relating to such defense, or (iv) equitable relief is being sought against any of the amount indemnified parties. If the indemnifying party assumes the defense of the particular claim or litigation, neither the indemnifying party or the indemnified party shall, in the defense of such claim in reasonable detailor litigation, andcounsel to entry of any judgment or enter into any settlement, as soon as known, except with the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume In addition, the defence indemnifying party shall not enter into any settlement of any Third Party Claim, provided, however, that no settlement shall be made without litigated claim (except with the prior written consent of the Indemnified Party, indemnified party) which consent does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a full release from all liability in respect of such claim or litigation. Failure by the indemnifying party to notify the indemnified party of its election to defend any such claim or litigation by a third party within fifteen (15) days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or litigation. If the indemnifying party shall not be unreasonably withheld. If an Indemnifying Party assumes assume the defence defense of any such Third Party Claim claim by a third party or related legal proceedinglitigation resulting therefrom, the Indemnifying Party indemnified party may defend against such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate without prejudicing its rights against the indemnifying party provided for herein. Nothing contained herein shall be construed to give any insurance carrier a right of subrogation for claims paid except as such right would otherwise exist in the absence of this Article 5. Further, for purposes of this Section, notification from the Internal Revenue Service of an intended audit of the Company's tax returns for any period prior to Closing Date shall be considered notice of a claim as to which Purchaser shall promptly notify the Shareholders' Representative referenced in Section 7.12, acting on behalf of the Shareholders. The Shareholders shall pay for and have complete control of and discretion in defending and/or settling the audit, and all liabilities incurred by way of defense and settlement of the audit and claims arising thereunder shall be paid by the Shareholders. (b) In the event of any action or proceeding to enforce any term or provision of this Agreement, or for the breach thereof, or to declare the rights of the parties with respect thereto, the prevailing party shall be entitled to select counsel receive, in addition to any other relief awarded to any party therein, all costs and take all steps necessary expenses (including reasonable attorneys' fees) incurred by such prevailing party in such action or proceeding, as well as in any rehearing or appeal thereof, as well as in the settlement collection or defence thereof; providedenforcement of any judgment or award therein. The prevailing party shall be determined by the tribunal in such action or proceeding and, howeverif not so determined, that shall be determined by the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any then presiding judge of the Vendors as Indemnifying Party assumes the defence Superior Court, County of any Third Party ClaimFairfax, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence State of such Third Party ClaimVirginia. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.

Conduct of Litigation. (a) Subject Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it in respect of matters for which it is entitled to the limitations set forth in Section 6.6 hereof, whenever a claim for indemnification shall arise indemnity under this Article VIAgreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) promptly give written notice of such claim, together with an estimate of or the amount commencement of such claim in reasonable detailaction, andor threat thereof, as soon as known, to the facts constituting the basis for such claim. The Indemnified Party party from whom indemnity shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI. (b) Without limiting the generality of Section 6.5 (a) hereof, in sought hereunder. In the event of such claim involves a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”)against the indemnified party, the Indemnified Party indemnifying party shall give have ten (10) days after receipt of such notice to the Indemnifying Party no later than 20 (twenty) Business Days prior decide whether it will undertake, conduct and control, through counsel of its own choosing and reasonably acceptable to the time any response indemnified party and at its own expense the settlement or defense thereof, and if it shall so decide to an asserted Third Party Claim is requiredundertake the defense thereof, the indemnified party shall cooperate with it in connection therewith, provided that the indemnified party may participate (subject to the indemnifying party's control) in such settlement or defense through counsel chosen by it, and provided further that the fees and expenses of such indemnified party's counsel shall be borne by the indemnified party. If the indemnifying party does not indicate or indicates that it will not undertake the defense of such third party claim within the ten (10) day period above, the indemnified party shall undertake and control the defense thereof and the indemnifying party shall be liable for all fees and expenses of such defense, including the fees and expenses of such indemnified party's counsel. The Indemnified Party (indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money and which does not involve any undertaking which would affect the operation of the Business or the Company use of the Acquired Assets by the Purchaser after the Closing Date, which includes as an unconditional term thereof the case may be) delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such action, which written release shall not make admission of liabilitybe reasonably satisfactory in form and substance to counsel for the indemnified party. The indemnifying party shall not, agreement, settlement or compromise without the prior written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume settle or compromise any action involving relief other than the defence payment of money in any Third Party Claimmanner that, provided, however, that no settlement shall be made without in the prior written consent reasonable judgment of the Indemnified Partyindemnified party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes would adversely affect the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereofindemnified party; provided, however, that if the Indemnified Party mayindemnified party shall fail or refuse to consent to a settlement, at its own expense, participate compromise or judgment proposed by the indemnifying party and approved by the third person in any such proceeding action and a judgment thereafter shall be entered or a settlement or compromise thereafter shall be effected on terms less favorable in the aggregate to the indemnified party than the settlement, compromise or judgment proposed by the indemnifying party, then notwithstanding any other provision hereof the indemnifying party shall have no liability hereunder with respect to any losses and damages in excess of those that were provided for in the counsel of its choicesettlement, compromise or judgment proposed by the indemnifying party or any costs or expenses related to such claim arising after the date such settlement, compromise or judgment was so proposed. If any the indemnifying party does not notify the indemnified party within ten (10) days after the receipt of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a indemnified party's notice of a claim for indemnification given by an Indemnified Party of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to Section 6.5(a) hereofthis Agreement. If So long as the indemnifying party is contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim, unless such settlement includes as an unconditional term thereof the delivery by the claimant or plaintiff and by the indemnified party to the indemnifying party of duly executed written releases of the indemnifying party from all liability in respect of such claim, which written releases shall be reasonably satisfactory in form and substance to counsel for the indemnifying party. The indemnified party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is not contested, then the Indemnifying Party shall as soon as practicable proceed sought pursuant to take whatever action is required to carry out its indemnification obligationsArticle XI.

Conduct of Litigation. (a) Subject to clause 15.2(b), the limitations set forth in Section 6.6 hereofparty liable to satisfy an Action, whenever including as a claim for indemnification shall arise result of any indemnity under this Article VIagreement, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notify, in writing, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) of such claim, together with an estimate must assume conduct of the amount of such claim in reasonable detail, and, as soon as known, the facts constituting the basis for such claim. The Indemnified Party shall be under a duty to take commercially reasonable efforts to mitigate the losses relating to any such claim, and any losses incurred in such commercially reasonable mitigation efforts shall constitute losses for purposes of this Article VI.Action at its cost.‌‌ (b) Without limiting Unless otherwise agreed by the generality of Section 6.5 (a) hereof, parties in the event of a claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give notice to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response relation to an asserted Third Party Action: (i) the Proprietor will be responsible for the conduct of Historic Abuse Claims and Actions where the Proprietor is named or nominated as a defendant; and‌ (ii) MACS will be responsible for the conduct of Employee Abuse Claims except any Employee Abuse Claim is required. The Indemnified Party brought against the Archdiocese (or which the Company as parties acknowledge and agree will be conducted by the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party ClaimArchdiocese). (c) In Where the case party responsible for the conduct of any claim an Action (First Party) has indemnified the other party in respect of that Action or is not a Third Party Claimconducting the Action in the name of the other party (Second Party), the Indemnifying First Party:‌‌ (i) must consult with the Second Party shall have 30 about the Action and its defence; (thirtyii) Business Days within may issue proceedings, cross claims or third party claims in the name of the Second Party with the consent of the Second Party, which it consent must not be unreasonably withheld; and‌ (iii) must not settle or compromise the Action or make any admissions without the consent of the Second Party, which consent must not be unreasonably withheld. (d) In relation to an Action under clause 15.2(c), the Second Party:‌ (i) must render all reasonable assistance and co-operation to the First Party and its insurers in the conduct of the Action including, without limitation, providing any relevant documents in its possession, taking reasonable steps to obtain possession of documents when requested to do so and signing all relevant documents, authorities and directions requested of it; and (ii) must not settle or compromise the Action or make any admissions without the consent of the First Party. (e) If an Action is brought against both the Proprietor and MACS, or both parties may respond suffer, pay or incur any Liability in relation to a notice the Action, the parties will use best endeavours to agree: (i) which party will be responsible for the conduct of a claim for indemnification given by an Indemnified Party pursuant the Action; and (ii) any contribution as between them without the need to Section 6.5(a) hereof. If such claim is not contested, then formally join the Indemnifying Party shall as soon as practicable proceed other party to take whatever action is required to carry out its indemnification obligationsthe Action.

Conduct of Litigation. (a) Subject to Each Party indemnified under the limitations set forth provisions of this Agreement, upon receipt of written notice of any claim, or the service of a summons or other initial legal process upon it in Section 6.6 hereof, whenever a claim for indemnification shall arise under this Article VI, the Party (or Parties) seeking indemnification (the “Indemnified Party”) shall notifyany action instituted against it, in writingrespect of the agreements contained in this Agreement, the Party (or Parties) from whom indemnification is sought (the “Indemnifying Party”) shall promptly give written notice of such claim, together with an estimate or the commencement of such action, or threat thereof to the amount Party from whom indemnity shall be sought hereunder; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying Party of any of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure. The indemnifying Party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in reasonable detailwhich event such defense shall be conducted by counsel chosen by such indemnifying Party, andwhich counsel may be any counsel reasonably satisfactory to the indemnified Party against whom such claim is asserted or who shall be the defendant in such action, as soon as knownand such indemnified Party shall bear all fees and expenses of any additional counsel retained by it. Notwithstanding the immediately preceding sentence, if the facts constituting named parties in such action (including impleaded parties) include the basis indemnified and the indemnifying Parties, and the indemnified Party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying Party and the indemnified Party in conducting the defense of such action or that there are legal defenses available to such indemnified Party different from or in addition to those available to the indemnifying Party, then counsel for such claim. The Indemnified the indemnified Party shall be under entitled, if the indemnified Party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified Party, at the expense of the indemnifying Party, if it is determined by agreement of the indemnifying Party and the indemnified Party or by a duty court of competent jurisdiction that the indemnified Party is entitled to take commercially indemnification hereunder for the Indemnified Amounts giving rise to such action. If the indemnifying Party shall elect not to assume the defense of such claim or action, such indemnifying Party shall reimburse such indemnified Party for the reasonable efforts to mitigate the losses relating to fees and expenses of any such claimcounsel retained by it, and any losses incurred shall be bound by the results obtained by the indemnified Party in respect of such commercially reasonable mitigation efforts shall constitute losses for purposes claim or action if it is determined by agreement of this Article VI. (b) Without limiting the generality indemnifying Party and the indemnified Party or by a court of Section 6.5 (a) hereof, in competent jurisdiction that the event of a claim for indemnified Party is entitled to indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party (a “Third Party Claim”), for the Indemnified Party shall give notice Amounts giving rise to the Indemnifying Party no later than 20 (twenty) Business Days prior to the time any response to an asserted Third Party Claim is required. The Indemnified Party (or the Company as the case may be) shall not make admission of liability, agreement, settlement or compromise without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may assume the defence of any Third Party Claim, such action; provided, however, that no settlement such claim or action shall be made settled without the prior written consent of the Indemnified indemnifying Party, which consent shall not be unreasonably withheld. If an Indemnifying Party assumes the defence of any such Third Party Claim or related legal proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlement or defence thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice. If any of the Vendors as Indemnifying Party assumes the defence of any Third Party Claim, the Purchaser shall, and shall cause the Company to, provide such Vendor such access to persons and information as it may reasonably request in the defence of such Third Party Claim. (c) In the case of any claim that is not a Third Party Claim, the Indemnifying Party shall have 30 (thirty) Business Days within which it may respond to a notice of a claim for indemnification given by an Indemnified Party pursuant to Section 6.5(a) hereof. If such claim is not contested, then the Indemnifying Party shall as soon as practicable proceed to take whatever action is required to carry out its indemnification obligations.