Common use of Defence of Third Party Claims Clause in Contracts

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice (a) With respect to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Claim, the Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall will have the right right, at its expense and at any time, to participate in or assume control of the defense ofnegotiation, settle, settlement or otherwise dispose defence of such the Third Party Action on Claim by giving notice of its exercise of that right to the Indemnified Party. The Indemnified Party must not make any admission of liability, agreement, compromise or settlement in relation to the Third Party Claim unless the Indemnifying Party has failed to assume control after a reasonable period of time has passed following the issue of the relevant Notice of Claim. (b) If the Indemnifying Party elects to assume such terms as it deems appropriatecontrol, provided thatthe Indemnified Party must: (ai) act in good faith and with due diligence in relation to the Third Party Claim (and if the Purchaser is the Indemnified Party shall be entitled, at its own expense, it must procure that the Company also acts in good faith and with due diligence in relation to participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counselClaim); (bii) at the Indemnifying Party’s cost, give the Indemnifying Party shall obtain all information and assistance as it may reasonably require in relation to the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action Claim, and regularly consult with the Indemnifying Party in relation to the conduct of proceedings or any liability negotiations in respect thereof ifrelation to the Third Party Claim; (iii) not make (and, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against where the Indemnified Party or if, in the opinion of Purchaser is the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to procure that the entry of any judgment or enter into any settlement that Company does not includemake) any admission of liability, as an unconditional term thereofagreement, the giving by each claimant compromise or plaintiff settlement in relation to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party Claim without the prior written consent of such the Indemnifying Party. The parties hereto shall extend reasonable cooperation ; (iv) the Indemnifying Party must give to the Indemnified Party all information as the Indemnified Party may reasonably require in connection with relation to the defence Third Party Claim and must keep the Indemnified Party informed in relation to the conduct of any proceedings or negotiations in relation to the Third Party Claim. (c) If any Third Party Action pursuant Claim is of a nature such that the Indemnified Party is required by Applicable Law to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery make a payment to any Third Party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, hearingsthe Indemnified Party may make such payment and the Indemnifying Party will, trialsforthwith after demand by the Indemnified Party and if the payment is otherwise the subject of the relevant indemnity, and appeals reimburse the Indemnified Party for such payment. (d) If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as may be reasonably requestedfinally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder In the event of a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim being made by a third Third Party against a party (collectively, a the “Third Party ActionIndemnified Party”) in respect of which such which, subject to section 9.2 another party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply. The Indemnified Party shall seek indemnification hereunder. Any failure promptly give written notice to notify an Indemnifying Party shall not relieve such Indemnifying Party from the Indemnifier of any liability that it, he, or she may have to such Indemnity Claim in respect of which the Indemnified Party under this Part 8 unless, and then only intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the extent that, that the failure to give such notice materially and adversely prejudices such Indemnifying Partyinformation is available) the nature of the Indemnity Claim. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledIndemnifier shall, at its own expense, assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation. The Indemnified Party will have the right to participate in the negotiation, settlement and defence of such Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim. The following provisions shall also apply with respect to Indemnity Claims: (a) In the event that any Indemnity Claim is of a nature such that the Indemnified Party is legally bound or required by applicable law to make a payment to any Third Party Action (providedwith respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, howeverincluding, that without limitation, the Indemnifying posting of any security to stay any process of execution or judgment, the Indemnifier shall be obligated to make such payment or post security herefore on behalf of the Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party shall pay may make such payment or post security herefore and the legal fees Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party if under the employment Indemnity Claim in respect of separate counsel shall have been authorized in writing which such a payment was made, as finally determined, is less than the amount which was paid by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory Indemnifier to the Indemnified Party to have charge of such Third Party ActionParty, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writingshall, with a copy delivered forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Indemnifier. (b) Except in the Indemnifying circumstance contemplated by subsection 9.3(a) above, and unless the Indemnifier fails to assume control of the negotiation, settlement and defence of any Indemnity Claim, the Indemnified Party shall obtain not negotiate, settle, compromise or pay any Indemnity Claim except with the prior written approval consent of the Indemnifier (which consent shall not be unreasonably withheld). (c) The Indemnified Party before entering into or making shall not permit any settlement, compromise, admission, or acknowledgment right of the validity of such Third Party Action or any liability appeal in respect of any Indemnity Claim to terminate without giving the Indemnifier notice thereof if, pursuant and an opportunity to or as a result of contest such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnity Claim. (d) The Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Indemnity Claim with his or ifher counterpart and with counsel at all reasonable times. (e) Notwithstanding the above provisions of this section 9.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, such settlementacting reasonably, compromise, admission, or acknowledgment could have an a material adverse effect impact on its business;the Indemnified Party. (cf) no Indemnifying Party shall consent The provisions of this section 9.3 are intended to set out the entry of any judgment or enter into any settlement that does not includeprocedures to be followed with respect to an Indemnity Claim and, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and provided the Indemnified Party shall be entitled follows such procedures in all material respects, nothing contained in this section 9.3 will derogate from the Indemnifier’s obligations to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of indemnify the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (If an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right Indemnifier elects to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action Claim, the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Persons reasonably informed as to which the Indemnifying Party fails to assume the progress and status of such defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against Claim and provide copies to the Indemnified Party whichPersons of all material documents, if successful, would materially adversely affect the business, operations, assets, or financial condition records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified PartyPersons with drafts of documents that the Indemnifier proposes to send or file in advance of the sending of or filing of the same and the Indemnified Persons will have the reasonable opportunity to provide comments thereon to the Indemnifier; provided, however, that it will not result in any undue delays. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Persons will cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and may participate in such defence assisted by counsel of its choice and at its own expense, except in those circumstances in which the Indemnified Party shall make no settlementPerson believes in good faith that there are material conflict issues between the Indemnifier and the Indemnified Persons or there are defences available to the Indemnified Persons that are not available to the Indemnifier, compromise, admission, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice at the expense of the lndemnifier to the extent such expenses are reasonable. Neither the Indemnifier nor the Indemnified Persons will enter into any compromise or acknowledgment that would give rise to liability on the part settlement of any Indemnifying Third Party Claim without obtaining the prior written consent of the other of them, such Indemnifying Party. The parties hereto shall extend reasonable cooperation consent not to be unreasonably withheld, conditioned or delayed; provided, however, that: (1) if the Indemnifier wishes to settle a Third Party Claim in an amount acceptable to the third party claimant, but the Indemnified Persons do not wish so to settle, the Indemnifier will be required to indemnify the Indemnified Persons only up to the lesser of the amount for which the Indemnifier would have settled the Third Party Claim and the amount which the Indemnified Persons were or will be required to pay such third party in connection with such Third Party Claim and (2) if the Indemnified Persons have not received a Dispute Notice within the Notice Period confirming the intent of the Indemnifier in respect of a Third Party Claim or if the Indemnifier, having elected to assume the defence of any Third Party Action pursuant Claim, fails to this Part 8 andtake reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Persons that the Indemnified Person bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps (with such grounds to be specified in reasonable detail), the Indemnified Persons may, at their option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosing, and the Indemnifier will be liable for all reasonable costs and expenses paid or incurred in connection therewith, shall furnish therewith and any Loss suffered or incurred by the Indemnified Persons with respect to such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedThird Party Claim.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder If a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim is made by a third party against a Party (collectively, a the “Third Party ActionIndemnified Party”) in respect of which another Party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, including claims made pursuant to Sections 8.5 and 8.6 above, then the following provisions will apply. (a) If any Indemnified Party receives notice of the assertion of any claim in respect of damages, such Indemnified Party shall seek indemnification hereundergive the Indemnifier written notice describing such claim or fact in reasonable detail (the “Notice of Claim”) promptly (and in any event within ten (10) Business Days after receiving any written notice from a third party). Any The failure by the Indemnified Party to notify an Indemnifying Party timely provide a Notice of Claim to the Indemnifier shall not relieve such Indemnifying Party from the Indemnifier of any liability that itliability, he, or she may have to such Indemnified Party under this Part 8 unless, and then only except to the extent that, that the Indemnifier is prejudiced by the Indemnified Party’s failure to give such provide timely notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that:hereunder. (ab) In the event any Indemnifier notifies the Indemnified Party shall be entitled, at its own expense, to participate in the defence of such Third Party Action within ten (provided, however, that the Indemnifying Party shall pay the legal fees of 10) Business Days after the Indemnified Party if has given notice of the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with matter that the Indemnifier is assuming the defence thereof; (i) the Indemnifier will defend the Indemnified Party against the matter with counsel of such Third Party Action, the Indemnifying Party shall not have employed counsel its choice reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised ; (ii) the Indemnified Party in writing, with a copy delivered may retain separate co-counsel at its sole cost and expense (except that the Indemnifier will be responsible for the fees and expenses of the separate co-counsel to the Indemnifying Party, extent the Indemnified Party reasonably concludes that there is the counsel the Indemnifier has selected has a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counselinterest); ; (biii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall will not consent to the entry of any judgment or enter into any settlement that with respect to the matter without written consent of the Indemnifier which consent shall not be unreasonably withheld; and (iv) the Indemnifier will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include, as an unconditional term thereof, include a provision whereby the giving by each plaintiff or claimant or plaintiff to each in the matter releases the Indemnified Party of a release from all liability with respect thereto, and, in respect a settlement or compromise which does not involve only the payment of such Third Party Action; and (d) money by the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of)Indemnifier, and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. (c) In the event the Indemnifier does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim that the Indemnifier is assuming the defence thereof, then the Indemnified Party shall have the right, subject to the provisions of this Section, to undertake the defence, compromise or settlement of such Indemnifying Partyclaim for the account of the Indemnifier. The parties hereto Unless and until the Indemnifier assumes the defence of any claim, the Indemnifier shall extend advance to the Indemnified Party any of its reasonable cooperation attorneys’ fees and other costs and expenses incurred in connection with the defence of any Third such action or proceeding. Each Indemnified Party Action pursuant shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifier for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Part 8 andSection 8.8. (d) In the event that the Indemnifier undertakes the defence of any claim, the Indemnifier will keep the Indemnified Party advised as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith, shall furnish . (e) If any Indemnity Claim is of a nature such records, information, and testimony and attend that the Indemnified Party is legally bound or required by Applicable Law to make a payment to a third party with respect to such conferences, discovery Indemnity Claim before the completion of settlement negotiations or related legal proceedings, hearingsincluding the posting of any security to stay any process of execution or judgment, trialsthen the Indemnifier will be obligated to make such payment or post security therefor on behalf of the Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security therefor and appeals the Indemnifier will, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party under the Indemnity Claim in respect of which such a payment was made, as may be reasonably requestedfinally determined, is less than the amount which was paid by the Indemnifier to the Indemnified Party, the Indemnified Party will, forthwith after receipt of the difference from a third party, pay the amount of such difference to the Indemnifier.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder In the event of a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim being made by a third party against a party (collectively, a the “Third Party ActionIndemnified Party”) in respect of which such which, subject to section 9.2 another party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply. The Indemnified Party shall seek indemnification hereunder. Any failure promptly give written notice to notify an Indemnifying Party shall not relieve such Indemnifying Party from the Indemnifier of any liability that it, he, or she may have to such Indemnity Claim in respect of which the Indemnified Party under this Part 8 unless, and then only intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the extent that, that the failure to give such notice materially and adversely prejudices such Indemnifying Partyinformation is available) the nature of the Indemnity Claim. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledIndemnifier shall, at its own expense, assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation. The Indemnified Party will have the right to participate in the negotiation, settlement and defence of such Third Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party Action shall be retained by the Indemnifier. If DM_VAN/237461-00001/6307131.3 the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim. The following provisions shall also apply with respect to Indemnity Claims: (provided, however, a) In the event that any Indemnity Claim is of a nature such that the Indemnifying Indemnified Party is legally bound or required by applicable law to make a payment to any person (a “Third Party”) with respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, including, without limitation, the posting of any security to stay any process of execution or judgment, the Indemnifier shall pay be obligated to make such payment or post security therefore on behalf of the legal fees Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security therefore and the Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party if under the employment Indemnity Claim in respect of separate counsel shall have been authorized in writing which such a payment was made, as finally determined, is less than the amount which was paid by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory Indemnifier to the Indemnified Party to have charge of such Third Party ActionParty, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writingshall, with a copy delivered forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Indemnifier. (b) Except in the Indemnifying circumstance contemplated by subsection 9.3(a) above, and unless the Indemnifier fails to assume control of the negotiation, settlement and defence of any Indemnity Claim, the Indemnified Party shall obtain not negotiate, settle, compromise or pay any Indemnity Claim except with the prior written approval consent of the Indemnifier (which consent shall not be unreasonably withheld). (c) The Indemnified Party before entering into or making shall not permit any settlement, compromise, admission, or acknowledgment right of the validity of such Third Party Action or any liability appeal in respect of any Indemnity Claim to terminate without giving the Indemnifier notice thereof if, pursuant and an opportunity to or as a result of contest such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnity Claim. (d) The Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Indemnity Claim with his or ifher counterpart and with counsel at all reasonable times. (e) Notwithstanding the above provisions of this section 9.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, such settlementacting reasonably, compromise, admission, or acknowledgment could have an a material adverse effect impact on its business;the Indemnified Party. DM_VAN/237461-00001/6307131.3 (cf) no Indemnifying Party shall consent The provisions of this section 9.3 are intended to set out the entry of any judgment or enter into any settlement that does not includeprocedures to be followed with respect to an Indemnity Claim and, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and provided the Indemnified Party shall be entitled follows such procedures in all material respects, nothing contained in this section 9.3 will derogate from the Indemnifier’s obligations to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of indemnify the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder In the event of a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim being made by a third party against a party to this Agreement (collectively, a the “Third Party ActionIndemnified Party”) in respect of which such which, subject to section 10.2, another party to this Agreement (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply. The Indemnified Party shall seek indemnification hereunder. Any failure promptly give written notice to notify an Indemnifying Party shall not relieve such Indemnifying Party from the Indemnifier of any liability that it, he, or she may have to such Indemnity Claim in respect of which the Indemnified Party under this Part 8 unless, and then only intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the extent that, that the failure to give such notice materially and adversely prejudices such Indemnifying Partyinformation is available) the nature of the Indemnity Claim. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledIndemnifier shall, at its own expense, assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation. The Indemnified Party will have the right to participate in the negotiation, settlement and defence of such Third Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party Action shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim. The following provisions shall also apply with respect to Indemnity Claims: (provided, however, a) In the event that any Indemnity Claim is of a nature such that the Indemnifying Indemnified Party is legally bound or required by applicable law to make a payment to any person (a “Third Party”) with respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, including, without limitation, the posting of any security to stay any process of execution or judgment, the Indemnifier shall pay be obligated to make such payment or post security therefor on behalf of the legal fees Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security therefor and the Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party if under the employment Indemnity Claim in respect of separate counsel shall have been authorized in writing which such a payment was made, as finally determined, is less than the amount which was paid by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory Indemnifier to the Indemnified Party to have charge of such Third Party ActionParty, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writingshall, with a copy delivered forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Indemnifier. (b) Except in the Indemnifying circumstance contemplated by subsection 10.3(a) above, and unless the Indemnifier fails to assume control of the negotiation, settlement and defence of any Indemnity Claim, the Indemnified Party shall obtain not negotiate, settle, compromise or pay any Indemnity Claim except with the prior written approval consent of the Indemnifier (which consent shall not be unreasonably withheld). (c) The Indemnified Party before entering into or making shall not permit any settlement, compromise, admission, or acknowledgment right of the validity of such Third Party Action or any liability appeal in respect of any Indemnity Claim to terminate without giving the Indemnifier notice thereof if, pursuant and an opportunity to or as a result of contest such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnity Claim. (d) The Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a [senior officer] who will keep himself or ifherself informed about and be prepared to discuss the Indemnity Claim with his or her counterpart and with counsel at all reasonable times. (e) Notwithstanding the above provisions of this section 10.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, such settlementacting reasonably, compromise, admission, or acknowledgment could have an a material adverse effect impact on its business;the Indemnified Party. (cf) no Indemnifying Party shall consent The provisions of this section 10.3 are intended to set out the entry of any judgment or enter into any settlement that does not includeprocedures to be followed with respect to an Indemnity Claim and, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and provided the Indemnified Party shall be entitled follows such procedures in all material respects, nothing contained in this section 10.3 will derogate from the Indemnifier’s obligations to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of indemnify the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. With respect to a Third Party Claim, the Indemnifier may participate in or, by giving notice to the Indemnified Person not later than 45 days after receipt of notice with respect to that Third Party Claim and subject to the rights of any insurer or other third party having potential liability therefor, elect to assume the control of the defence of the Third Party Claim at the Indemnifier's own expense and by the Indemnifier's own counsel (such counsel to be satisfactory to the Indemnified Person acting reasonably), and the Indemnified Person may participate in the defence of any Third Party Claim assisted by counsel of its choice at its own expense. If the Indemnifier does not give notice within 45 days after receipt of notice of the Third Party Claim that it has elected to assume the control of the defence of the Third Party Claim, the Indemnified Person may, at its option and assisted by counsel of its choice, assume the defence of or settle or compromise the Third Party Claim without prejudice to its right of indemnification under this Agreement, it being understood that the Indemnified Person shall not, without the prior written consent of the Indemnifier, not to be unreasonably withheld, enter into any compromise or settlement of the Third Party Claim or consent to the entry of any judgment. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense ofretain separate or additional counsel to act on his, settle, her or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to behalf and participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, informationClaim, and testimony the fees and attend disbursements of such conferences, discovery proceedings, hearings, trials, counsel shall be paid by the Indemnifier if the Indemnified Party and appeals as may the Indemnifier have been advised in writing by legal counsel acceptable to them that representation of both parties with respect to such Third Party Claim by the same counsel would be reasonably requestedinappropriate due to an actual or potential conflict of interest between them.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder In the event of a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim being made by a third party against a party (collectively, a the “Third Party ActionIndemnified Party”) in respect of which such which, subject to section 9.2 another party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply. The Indemnified Party shall seek indemnification hereunder. Any failure promptly give written notice to notify an Indemnifying Party shall not relieve such Indemnifying Party from the Indemnifier of any liability that it, he, or she may have to such Indemnity Claim in respect of which the Indemnified Party under this Part 8 unless, and then only intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the extent that, that the failure to give such notice materially and adversely prejudices such Indemnifying Partyinformation is available) the nature of the Indemnity Claim. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledIndemnifier shall, at its own expense, assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation. DM_VAN/237461-00001/6307197.2 The Indemnified Party will have the right to participate in the negotiation, settlement and defence of such Third Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party Action shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim. The following provisions shall also apply with respect to Indemnity Claims: (provided, however, a) In the event that any Indemnity Claim is of a nature such that the Indemnifying Indemnified Party is legally bound or required by applicable law to make a payment to any person (a “Third Party”) with respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, including, without limitation, the posting of any security to stay any process of execution or judgment, the Indemnifier shall pay be obligated to make such payment or post security therefore on behalf of the legal fees Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security therefore and the Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party if under the employment Indemnity Claim in respect of separate counsel shall have been authorized in writing which such a payment was made, as finally determined, is less than the amount which was paid by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory Indemnifier to the Indemnified Party to have charge of such Third Party ActionParty, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writingshall, with a copy delivered forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Indemnifier. (b) Except in the Indemnifying circumstance contemplated by subsection 9.3(a) above, and unless the Indemnifier fails to assume control of the negotiation, settlement and defence of any Indemnity Claim, the Indemnified Party shall obtain not negotiate, settle, compromise or pay any Indemnity Claim except with the prior written approval consent of the Indemnifier (which consent shall not be unreasonably withheld). (c) The Indemnified Party before entering into or making shall not permit any settlement, compromise, admission, or acknowledgment right of the validity of such Third Party Action or any liability appeal in respect of any Indemnity Claim to terminate without giving the Indemnifier notice thereof if, pursuant and an opportunity to or as a result of contest such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnity Claim. (d) The Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Indemnity Claim with his or ifher counterpart and with counsel at all reasonable times. (e) Notwithstanding the above provisions of this section 9.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative DM_VAN/237461-00001/6307197.2 proceeding in a manner which would, in the opinion of the Indemnified Party, such settlementacting reasonably, compromise, admission, or acknowledgment could have an a material adverse effect impact on its business;the Indemnified Party. (cf) no Indemnifying Party shall consent The provisions of this section 9.3 are intended to set out the entry of any judgment or enter into any settlement that does not includeprocedures to be followed with respect to an Indemnity Claim and, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and provided the Indemnified Party shall be entitled follows such procedures in all material respects, nothing contained in this section 9.3 will derogate from the Indemnifier’s obligations to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of indemnify the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An 5.5.1 Subject to Sections and 5.5.3, the Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 30 days after receiving notice of that Third Party Claim (the “Notice Period”) provided the Indemnifier concurrently (a) furnishes evidence to the Indemnified Party, and to its satisfactory, of its financial ability to indemnify the Indemnified Party and (b) irrevocably acknowledges in writing complete responsibility for, and agrees to indemnify the Indemnified Party in respect of, such Third Party Claim. The Indemnifier’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and may participate in such defence assisted by counsel of its own choice at the cost and expense of the commencement Indemnifier, provided that the Indemnifier and its legal counsel shall lead the defence. The Indemnifier shall not enter into any compromise or assertion settlement of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to Claim without obtaining the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control prior written consent of the defense ofIndemnified Party, settlesuch consent not to unreasonably withheld, conditioned or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that:delayed. (a) 5.5.2 If the Indemnified Party shall be entitledhas not received the notice, at its own expensesatisfactory evidence of financial ability and the acknowledgement pursuant to Section 5.5.1, within the Notice Period that the Indemnifier has elected to participate in assume the defence of such Third Party Action (providedClaim, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if may, at its option, elect to settle or compromise the employment Third Party Claim or assume such defence, assisted by counsel of separate counsel its own choosing and the Indemnifier shall have been authorized in writing by such Indemnifying Party be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with the defence of respect to such Third Party ActionClaim. In addition, if at any time, the Indemnifying Indemnifier fails to take reasonable steps necessary to defend diligently a Third Party shall not have employed counsel reasonably satisfactory to Claim, the Indemnified Party to have charge of such Third Party Actionmay, or the Indemnified Party’s counsel shall have advised within 30 days after giving notice that the Indemnified Party in writingbona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of)option, and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails elect to assume the defence within a reasonable length of time and to compromise or to the extent settle the Third Party Action Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith. 5.5.3 Notwithstanding anything else contained in this Agreement, the Indemnifier may not participate in or assume the defence of a Third Party Claim if such Third Party Claim seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedother than monetary damages.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder In the event of a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim being made by a third party against a party (collectively, a the “Third Party ActionIndemnified Party”) in respect of which such which, subject to section 9.2 another party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply. The Indemnified Party shall seek indemnification hereunder. Any failure promptly give written notice to notify an Indemnifying Party shall not relieve such Indemnifying Party from the Indemnifier of any liability that it, he, or she may have to such Indemnity Claim in respect of which the Indemnified Party under this Part 8 unless, and then only intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the extent that, that the failure to give such notice materially and adversely prejudices such Indemnifying Partyinformation is available) the nature of the Indemnity Claim. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledIndemnifier shall, at its own expense, assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation. DM_VAN/237461-00001/6307043.3 The Indemnified Party will have the right to participate in the negotiation, settlement and defence of such Third Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party Action shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim. The following provisions shall also apply with respect to Indemnity Claims: (provided, however, a) In the event that any Indemnity Claim is of a nature such that the Indemnifying Indemnified Party is legally bound or required by applicable law to make a payment to any person (a “Third Party”) with respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, including, without limitation, the posting of any security to stay any process of execution or judgment, the Indemnifier shall pay be obligated to make such payment or post security therefore on behalf of the legal fees Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security therefore and the Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party if under the employment Indemnity Claim in respect of separate counsel shall have been authorized in writing which such a payment was made, as finally determined, is less than the amount which was paid by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory Indemnifier to the Indemnified Party to have charge of such Third Party ActionParty, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writingshall, with a copy delivered forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Indemnifier. (b) Except in the Indemnifying circumstance contemplated by subsection 9.3(a) above, and unless the Indemnifier fails to assume control of the negotiation, settlement and defence of any Indemnity Claim, the Indemnified Party shall obtain not negotiate, settle, compromise or pay any Indemnity Claim except with the prior written approval consent of the Indemnifier (which consent shall not be unreasonably withheld). (c) The Indemnified Party before entering into or making shall not permit any settlement, compromise, admission, or acknowledgment right of the validity of such Third Party Action or any liability appeal in respect of any Indemnity Claim to terminate without giving the Indemnifier notice thereof if, pursuant and an opportunity to or as a result of contest such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnity Claim. (d) The Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Indemnity Claim with his or ifher counterpart and with counsel at all reasonable times. (e) Notwithstanding the above provisions of this section 9.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative DM_VAN/237461-00001/6307043.3 proceeding in a manner which would, in the opinion of the Indemnified Party, such settlementacting reasonably, compromise, admission, or acknowledgment could have an a material adverse effect impact on its business;the Indemnified Party. (cf) no Indemnifying Party shall consent The provisions of this section 9.3 are intended to set out the entry of any judgment or enter into any settlement that does not includeprocedures to be followed with respect to an Indemnity Claim and, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and provided the Indemnified Party shall be entitled follows such procedures in all material respects, nothing contained in this section 9.3 will derogate from the Indemnifier’s obligations to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of indemnify the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified (a) With respect to a Third Party shall give prompt written Claim, the Indemnifier may participate in or, by giving notice to that effect to the Indemnified Person not later than 60 days after receipt of notice with respect to that Third Party Claim and, subject to the rights of any entity insurer or Person who is obligated other third party having potential liability therefor, elect to provide indemnification hereunder (an “Indemnifying Party”) assume the control of the commencement or assertion defence of the Third Party Claim at the Indemnifier's own expense and by the Indemnifier's own counsel, and the Indemnified Person may participate in the defence of any actionThird Party Claim assisted by counsel of its choice at its own expense. (b) Notwithstanding the foregoing, proceedingthe Holder Representative may only elect to assume the defence of a Third Party Claim under this Section 8.8 if: (i) it acknowledges in writing to the Purchaser on behalf of all of the Holders that any damages, demandfines, costs, or claim by a third party other liabilities that may be assessed against the Purchaser in connection with such Third Party Action constitute Damages for which the Purchaser shall be indemnified pursuant to this Article 8; (collectively, a “ii) the amount of relief in such Third Party Action”) in , taken together with the estimated costs of defence thereof and any amounts with respect of which such Indemnified Party shall seek to any unresolved claims for indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that itthen pending, he, is less than or she may have to such Indemnified Party under this Part 8 unless, and then only equal to the extent thatvalue of the Escrow Shares (valued at the US Dollar Equivalent of the Issue Price as of the Business Day immediately preceding the Closing Date); and (iii) an adverse resolution of the Third Party Action would not have a Material Adverse Effect on the goodwill or reputation of the Purchaser or the business, operations or future conduct of the Purchaser. Further, the failure to give such notice materially and adversely prejudices such Indemnifying PartyHolder Representative may not assume control of the defence of any Third Party Action involving Taxes or criminal liability in which the equitable relief is sought against the Purchaser or any of its Subsidiaires. The Indemnifying Party shall have If the right Holder Representative does not or is not permitted under the terms hereof to assume control of the defense of, settle, or otherwise dispose defence of such a Third Party Action on Action, the Purchaser shall control such terms as defence. If the Indemnifier does not give notice within 60 days after receipt of notice of the Third Party Claim that it deems appropriatehas elected to assume the control of the defence of the Third Party Claim, provided that:the Indemnified Person may, at its option and assisted by counsel of its choice, assume the defence of or settle or compromise the Third Party Claim without prejudice to its right of indemnification under this Agreement. Notwithstanding the foregoing, the Indemnifier may not assume the defence of a Third Party Claim with counsel of its choice and without the participation of the Indemnified Person if the Indemnified Person determines, in good faith, that joint representation is inappropriate. (ac) The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Claim shall be considered Damages for the purposes of this Agreement if: (i) the Indemnified Party shall be entitled, at its own expense, to participate in Person controls the defence of such Third Party Action pursuant to the terms of this Section 8.8; or (provided, however, ii) the Indemnifier assumes control of such defence and the Indemnified Person reasonably concludes that the Indemnifying Party shall pay Indemnified Person and the legal fees of the Indemnified Party if the employment of separate counsel shall Indemnifier have been authorized in writing by such Indemnifying Party in connection conflicting interests or different defences available with the defence of respect to such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Subject to Section 8.13(a), the Indemnitor may participate in or assume the defence of any Third Party Claim (provided that (i) the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party, and (ii) legal counsel chosen by the Indemnifying Party shall give prompt written is satisfactory to the Indemnified Party, acting reasonably) by giving notice to any entity or Person who is obligated that effect to provide indemnification hereunder the Indemnitee not later than 20 Business Days after receiving notice of that Third Party Claim (an the “Indemnifying PartyNotice Period”) of ). The Indemnitor’s right to do so shall be subject to the commencement or assertion rights of any action, proceeding, demand, insurer or claim by a third other party (collectively, a “Third Party Action”) who has potential liability in respect of which such Indemnified that Third Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying PartyClaim. The Indemnifying Party Indemnitor shall have pay all of its own expenses of participating in or assuming such defence. The Indemnitee shall co-operate in good faith in the right to assume control defence of the defense of, settle, or otherwise dispose of such each Third Party Action on Claim, even if the defence has been assumed by the Indemnitor and may participate in such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, defence assisted by counsel of its own choice at its own expense, . If the Indemnitee has not received notice within the Notice Period that the Indemnitor has elected to participate in assume the defence of such Third Party Action (providedClaim, howeverthe Indemnitee may, that at its option, elect to settle or compromise the Indemnifying Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnitor shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Claim or Loss suffered or incurred by the Indemnitee with the defence of respect to such Third Party Action, Claim. If the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails Indemnitor elects to assume the defence within of a reasonable length of time or to the extent the Third Party Action seeks an orderClaim under this Section 8.5, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect Indemnitor shall not have the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise right thereafter to contest its liability on the part of any Indemnifying Party without the prior written consent of for such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedclaim.

Defence of Third Party Claims. An If the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier shall at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Party shall give prompt written notice fully informed as to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) the progress and status of such defence of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Claim and provide copies to the Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that itof all material documents, he, or she may have records and other materials relating to such defence or the Third Party Claim. The Indemnifier shall provide the Indemnified Party under this Part 8 unless, with drafts of documents which the Indemnifier proposes to send or file in advance of the sending of or filing of the same and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory provide comments thereon to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified PartyIndemnifier; provided, however, that it shall not result in any undue delays. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and may participate in such defence assisted by counsel of its choice and at its own expense, except in those circumstances in which there are material issues between the Indemnifier and the Indemnified Party or there are defences available to the Indemnified Party which are not available to the Indemnifier, in either of which case the Indemnified Party may participate in such defence assisted by counsel of its choice at the expense of the Indemnifier to the extent such expenses are reasonable. Neither the Indemnifier nor the Indemnified Party shall make no settlement, compromise, admission, enter into any compromise or acknowledgment that would give rise to liability on the part settlement of any Indemnifying Third Party Claim without obtaining the prior written consent of the other of them, such Indemnifying Partyconsent not to be unreasonably withheld or delayed. The parties hereto If the Indemnifier wishes to settle a Third Party Claim in an amount acceptable to the third party claimant, but the Indemnified Party does not wish to settle, the Indemnifier shall extend reasonable cooperation be required to indemnify the Indemnified Party only up to the lesser of the amount for which the Indemnifier would have settled the Third Party Claim and the 12 amount which the Indemnified Party was or will be required to pay such third party in connection with such Third Party Claim. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to assume the defence of a Third Party Claim or if the Indemnifier, having elected to assume the defence of any Third Party Action pursuant Claim, fails to this Part 8 andtake reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps (with such grounds to be specified in reasonable detail), the Indemnified Party may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its choosing, and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith, shall furnish therewith and any Loss suffered or incurred by the Indemnified Party with respect to such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedThird Party Claim.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice (a) With respect to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Claim, the Indemnifying Party shall not relieve such have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of the Indemnity Claim, provided that the Indemnifying Party from has acknowledged its Liability hereunder for the Indemnity Claim and any liability that it, he, Losses arising therefrom and has furnished such security or she may have to such other assurances as the Indemnified Party under this Part 8 unlessmay reasonably request in connection therewith, and then only to the extent thatprovided further that any such negotiation, settlement or defence is conducted in good faith and with due diligence, and, in such event, the failure Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to give assume such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying control, the Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to participate in the negotiation, settlement or defence of such Third Party Action (providedClaim and to retain counsel to act on its behalf, however, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party shall pay consents to the legal fees retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party if the employment and representation of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, both the Indemnifying Party shall not have employed counsel reasonably satisfactory to and the Indemnified Party by the same counsel would be inappropriate due to have charge the actual or potential differing interests between them (such as the availability of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to different defences). (b) If the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct having elected to have common counsel); (b) assume such control, thereafter fails to defend the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof ifClaim within a reasonable time, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and then the Indemnified Party shall be entitled to have sole control overassume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. (c) Notwithstanding the foregoing provisions of this Section 10.7, the Indemnified Party shall have the sole and exclusive right to participate in or assume control of the negotiation, settlement or defence of a Third Party Claim if: (i) the Indemnity Claim for indemnification involves or settlementrelates, compromisedirectly or indirectly and in any manner whatsoever, admissionto any present material customer or supplier of the Corporation; or (ii) the Third Party Claim seeks any injunctive or other relief (other than monetary damages) against the Indemnified Party, in which case the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim but shall have the right to participate in the negotiations, settlement or acknowledgment defence of such Third Party Claim and to retain counsel to act on its behalf and at its expense. (d) If any Third Party Action as to which the Indemnifying Party fails to assume the defence within Claim is of a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, nature such that the Indemnified Party shall is required by Applicable Laws to make no settlementa payment to any Person other than a Party or a Party’s Affiliates and its and their Related Persons (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, compromisethe Indemnified Party may make such payment and the Indemnifying Party shall, admissionforthwith after demand by the Indemnified Party, or acknowledgment that would give rise to liability on reimburse the part Indemnified Party for such payment. (e) If the amount of any Liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party without to the prior written consent Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder In the event of a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim being made by a third party against a party (collectively, a the “Third Party ActionIndemnified Party”) in respect of which such which, subject to section 9.2 another party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply. The Indemnified Party shall seek indemnification hereunder. Any failure promptly give written notice to notify an Indemnifying Party shall not relieve such Indemnifying Party from the Indemnifier of any liability that it, he, or she may have to such Indemnity Claim in respect of which the Indemnified Party under this Part 8 unless, and then only intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the extent that, that the failure to give such notice materially and adversely prejudices such Indemnifying Partyinformation is available) the nature of the Indemnity Claim. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledIndemnifier shall, at its own expense, assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation. The Indemnified Party will have the right to participate in the negotiation, settlement and defence of such Third Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party Action shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim. The following provisions shall also apply with respect to Indemnity Claims: (provided, however, a) In the event that any Indemnity Claim is of a nature such that the Indemnifying Indemnified Party is legally bound or required by applicable law to make a payment to any person (a “Third Party”) with respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, including, without limitation, the posting of any security to stay any process of execution or judgment, the Indemnifier shall pay be obligated to make such payment or post security therefore on behalf of the legal fees Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security therefore and the Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party if DM_VAN/237461-00001/6303642.7 under the employment Indemnity Claim in respect of separate counsel shall have been authorized in writing which such a payment was made, as finally determined, is less than the amount which was paid by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory Indemnifier to the Indemnified Party to have charge of such Third Party ActionParty, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writingshall, with a copy delivered forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Indemnifier. (b) Except in the Indemnifying circumstance contemplated by subsection 9.3(a) above, and unless the Indemnifier fails to assume control of the negotiation, settlement and defence of any Indemnity Claim, the Indemnified Party shall obtain not negotiate, settle, compromise or pay any Indemnity Claim except with the prior written approval consent of the Indemnifier (which consent shall not be unreasonably withheld). (c) The Indemnified Party before entering into or making shall not permit any settlement, compromise, admission, or acknowledgment right of the validity of such Third Party Action or any liability appeal in respect of any Indemnity Claim to terminate without giving the Indemnifier notice thereof if, pursuant and an opportunity to or as a result of contest such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnity Claim. (d) The Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Indemnity Claim with his or ifher counterpart and with counsel at all reasonable times. (e) Notwithstanding the above provisions of this section 9.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, such settlementacting reasonably, compromise, admission, or acknowledgment could have an a material adverse effect impact on its business;the Indemnified Party. (cf) no Indemnifying Party shall consent The provisions of this section 9.3 are intended to set out the entry of any judgment or enter into any settlement that does not includeprocedures to be followed with respect to an Indemnity Claim and, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and provided the Indemnified Party shall be entitled follows such procedures in all material respects, nothing contained in this section 9.3 will derogate from the Indemnifier’s obligations to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of indemnify the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified (a) With respect to a Third Party shall give prompt written Claim, the Indemnifier (or the Representative, in the case the Indemnifier is a Holder) may participate in or, by giving notice to that effect to the Indemnified Person not later than 60 days after receipt of notice with respect to that Third Party Claim and, subject to the rights of any entity insurer or Person who is obligated other third party having potential liability therefor, elect to provide indemnification hereunder (an “Indemnifying Party”) assume the control of the commencement or assertion defence of the Third Party Claim at the Indemnifier's own expense and by the Indemnifier's own counsel, and the Indemnified Person may participate in the defence of any actionThird Party Claim assisted by counsel of its choice at its own expense. (b) Notwithstanding the foregoing, proceedingthe Representative may only elect to assume the defence of a Third Party Claim with respect to which a Holder is an Indemnifier under this Section 8.8 if: (i) it acknowledges in writing to Parent and the Surviving Corporation on behalf of all of the Holders that any damages, demandfines, costs, or claim by a third party (collectively, a “other liabilities that may be assessed against Parent or the Surviving Corporation in connection with such Third Party Action”Claim constitute Damages for which Parent or the Surviving Corporation shall be indemnified pursuant to this Article 8; (ii) the amount of relief in such Third Party Claim, taken together with the estimated costs of defence thereof and any amounts with respect of which such Indemnified Party shall seek to any unresolved claims for indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that itthen pending, he, is less than or she may have to such Indemnified Party under this Part 8 unless, and then only equal to the extent thatvalue of the Indemnification Escrow Shares then remaining in the Indemnification Escrow Fund (valued at the US Dollar Equivalent of the Issue Price as of the Business Day immediately preceding the Closing Date); (iii) an adverse resolution of the Third Party Claim would not have a Material Adverse Effect on the goodwill or reputation of Parent or the Surviving Corporation or the business, operations or future conduct of Parent or the Surviving Corporation; and (iv) such Third Party Claim does not relate to Taxes. Further, the failure to give such notice materially and adversely prejudices such Indemnifying PartyRepresentative may not assume control of the defence of any Third Party Claim involving Taxes or criminal liability or in which the equitable relief is sought against Parent or any of its Subsidiaries. The Indemnifying Party shall have If the right Representative does not or is not permitted under the terms hereof to assume control of the defense of, settle, or otherwise dispose defence of such a Third Party Action on Claim, Parent or the Surviving Corporations shall control such terms as defence. If the Indemnifier (or the Representative, in the case the Indemnifier is a Holder) does not give notice within 60 days after receipt of notice of the Third Party Claim that it deems appropriatehas elected to assume the control of the defence of the Third Party Claim, provided that:the Indemnified Person may, at its option and assisted by counsel of its choice, assume the defence of or settle or compromise the Third Party Claim without prejudice to its right of indemnification under this Agreement. Notwithstanding the foregoing, the Indemnifier may not assume the defence of a Third Party Claim with counsel of its choice and without the participation of the Indemnified Person if the Indemnified Person determines, in good faith, that joint representation is inappropriate. (ac) The fees and expenses of counsel to the Indemnified Person with respect to a Third Party Claim shall be considered Damages for the purposes of this Agreement if: (i) the Indemnified Party shall be entitled, at its own expense, to participate in Person controls the defence of such Third Party Action Claim pursuant to the terms of this Section 8.8; or (provided, however, ii) the Indemnifier assumes control of such defence and the Indemnified Person reasonably concludes that the Indemnifying Party shall pay Indemnified Person and the legal fees of the Indemnified Party if the employment of separate counsel shall Indemnifier have been authorized in writing by such Indemnifying Party in connection conflicting interests or different defences available with the defence of respect to such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedClaim.

Defence of Third Party Claims. An Indemnified The Indemnifying Party shall give prompt written may participate in or assume the defence of any Third Party Claim by giving notice to any entity or Person who is obligated that effect to provide indemnification hereunder the Indemnitee not later than 30 days after receiving notice of that Third Party Claim (an “the "Notice Period"). The Indemnifying Party”) of 's right to do so shall be subject to the commencement or assertion rights of any action, proceeding, demand, insurer or claim by a third other party (collectively, a “Third Party Action”) who has potential liability in respect of which such Indemnified that Third Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying PartyClaim. The Indemnifying Party shall have pay all of its own expenses of participating in or assuming such defence. The Indemnitee shall co-operate in good faith in the right to assume control defence of the defense of, settle, or otherwise dispose of such each Third Party Action on Claim, even if the defence has been assumed by the Indemnifying Party and may participate in such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, defence assisted by counsel of its own choice at its own expense, . If the Indemnitee has not received notice within the Notice Period that the Indemnifying Party has elected to participate in assume the defence of such Third Party Action (providedClaim, howeverthe Indemnitee may, that at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifying Party shall pay the legal fees be liable for any Loss relating to a breach of any representation or warranty or of any covenant or other obligation of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party (as contemplated in connection Section 9.2) suffered or incurred by the Indemnitee with respect to such Third Party Claim. If the Indemnifying Party elects to assume the defence of such a Third Party ActionClaim under this Section 9.7, the Indemnifying Party shall not have employed counsel reasonably satisfactory acknowledge in writing its obligation to indemnify the Indemnified Party to have charge of such Third Party Action, or Indemnitee in accordance with the Indemnified Party’s counsel shall have advised the Indemnified Party terms contained in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability this Article 9 in respect of such that Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedClaim.

Defence of Third Party Claims. An The Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 30 days after receiving the Indemnification Notice of that Third Party Claim (the “Notice Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) co-operate in good faith in the defence of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “each Third Party Action”) Claim, even if the defence has been assumed by the Indemnifier and may participate in respect such defence assisted by counsel of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to participate in assume the defence of such Third Party Action (providedClaim, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Actionmay, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of)option, and the Indemnified Party shall be entitled elect to have sole control over, the defence settle or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent compromise the Third Party Action seeks an orderClaim or assume such defence, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition assisted by counsel of the Indemnified Party; provided, however, its own choosing (provided that the Indemnified Party shall make no settlementmay not, as part of the settlement or compromise, admissionrequire the Indemnifier to admit any liability or assume any financial or other material obligation) and, or acknowledgment provided that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 andClaim is a Claim for which the Indemnified Party is, in connection therewithfact, entitled to indemnification hereunder, the Indemnifier, subject to Section 5.2, shall furnish be liable for any Loss suffered or incurred by the Indemnified Party with respect to such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedThird Party Claim.

Defence of Third Party Claims. An Indemnified With respect to a Third Party shall give prompt written Claim, the Indemnifier may participate in or, by giving notice to any entity or that effect to the Indemnified Person who is obligated not later than thirty (30) days after receipt of notice with respect to provide indemnification hereunder (an “Indemnifying Party”) of that Third Party Claim, and subject to the commencement or assertion rights of any action, proceeding, demand, insurer or claim by a other third party (collectivelyhaving potential liability therefor, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right elect to assume the control of the defense of, settle, or otherwise dispose defence of such the Third Party Action on such terms as it deems appropriate, provided that: Claim at the Indemnifier’s own expense and by the Indemnifier’s own counsel (a) who shall be chosen by the Indemnifier and be reasonably acceptable to the Indemnified Person), and in such event the Indemnified Person may participate in the defence of any Third Party shall be entitled, Claim assisted by counsel of its choice at its own expense, to participate in the defence of such Third Party Action (provided, however, and except that the Indemnifying Party shall will pay the legal fees costs and expenses of such separate counsel if (x) in the Indemnified Party if the employment Party’s good faith judgment, it is advisable, based on advice of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Actioncounsel, the Indemnifying Party shall not have employed counsel reasonably satisfactory to for the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s be represented by separate counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is because a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) or potential conflict exists between the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against and the Indemnified Party or if, in (y) the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent named parties to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) Claim include both the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against and the Indemnified Party whichdetermines in good faith, if successfulbased on advice of counsel, would materially adversely affect that defenses are available to it that are unavailable to the business, operations, assets, or financial condition of the Indemnified Indemnifying Party; provided, however, that the Indemnifier may not control the defense of the Third Party Claim if (a) it involves criminal liability, (b) it seeks exclusively an injunction or other equitable relief against the Indemnified Person, (c) the Indemnifier has failed or is failing to defend the Third Party shall make no settlement, compromise, admissionClaim in good faith, or acknowledgment (d) the Indemnifier has not agreed that would the Third Party Claim is subject to indemnification under this Agreement. If the Indemnifier does not give rise notice within thirty (30) days after receipt of notice of the Third Party Claim that it has elected to liability on assume the part control of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any the Third Party Action pursuant Claim or if it is not permitted to this Part 8 andcontrol the defense thereof in accordance with the proviso of the immediately preceding sentence, then the Indemnified Person may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choice and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith, shall furnish such records, information, therewith and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedany Losses suffered or incurred by the Indemnified Person with respect to the Third Party Claim.

Defence of Third Party Claims. An Indemnified Party shall give prompt The Indemnitor may participate in, at its sole cost and expense, or, if it gives written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledthat the Indemnitor agrees that it is obligated under the terms of its indemnity in connection with such claim, at its own expense, to participate in assume the defence of such any Third Party Action (Claim by giving notice to that effect to the Indemnified Party at any time after receiving notice of that Third Party Claim, provided, however, that the Indemnifying Vendors, acting as Indemnitor, shall be entitled to assume the defence of only those Third Party Claims pursuant to which (i) such third party seeks solely monetary damages; (ii) an adverse resolution of such third party's claim would not have a material adverse effect on the goodwill or reputation of the Purchaser or the Robeez Group or on the future conduct of the business of the Purchaser or the business of the Robeez Group. If the Indemnitor elects to assume the defence of any such Third Party Claim or proceeding and complies with the foregoing sentence, the Indemnitor shall pay (i) provide prompt notice of such election to the legal fees Indemnified Party, (ii) consider in good faith the views of the Indemnified Party if and its counsel regarding such Third Party Claim and (iii) seek the employment consent of separate the Indemnified Party and its counsel (not to be unreasonably withheld, it being agreed that a material adverse effect on the Purchaser's or any member of the Robeez Group's business and operations shall have been authorized in writing by such Indemnifying Party in connection with the defence be deemed to be a reasonable basis to withhold consent) prior to any settlement or compromise of such Third Party Action, the Indemnifying Party Claim and related proceedings unless such settlement or compromise shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval consist only of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment payment of money by the validity Indemnitor and includes a full release of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.such

Defence of Third Party Claims. An If the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier shall at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Party shall give prompt written notice fully informed as to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) the progress and status of such defence of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Claim and provide copies to the Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that itof all material documents, he, or she may have records and other materials relating to such defence or the Third Party Claim. The Indemnifier shall provide the Indemnified Party under this Part 8 unless, with drafts of documents which the Indemnifier proposes to send or file in advance of the sending of or filing of the same and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Indemnified Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory provide comments thereon to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified PartyIndemnifier; provided, however, that it shall not result in any undue delays. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and may participate in such defence assisted by counsel of its choice and at its own expense, except in those circumstances in which there are material issues between the Indemnifier and the Indemnified Party or there are defences available to the Indemnified Party which are not available to the Indemnifier, in either of which case the Indemnified Party may participate in such defence assisted by counsel of its choice at the expense of the Indemnifier to the extent such expenses are reasonable. Neither the Indemnifier nor the Indemnified Party shall make no settlement, compromise, admission, enter into any compromise or acknowledgment that would give rise to liability on the part settlement of any Indemnifying Third Party Claim without obtaining the prior written consent of the other of them, such Indemnifying Partyconsent not to be unreasonably withheld or delayed. The parties hereto If the Indemnifier wishes to settle a Third Party Claim in an amount acceptable to the third party claimant, but the Indemnified Party does not wish to settle, the Indemnifier shall extend reasonable cooperation be required to indemnify the Indemnified Party only up to the lesser of the amount for which the Indemnifier would have settled the Third Party Claim and the amount which the Indemnified Party was or will be required to pay such third party in connection with such Third Party Claim. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to assume the defence of a Third Party Claim or if the Indemnifier, having elected to assume the defence of any Third Party Action pursuant Claim, fails to this Part 8 andtake reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps (with such grounds to be specified in reasonable detail), the Indemnified Party may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its choosing, and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith, shall furnish therewith and any Loss suffered or incurred by the Indemnified Party with respect to such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedThird Party Claim.

Defence of Third Party Claims. An Indemnified Party Any Indemnitee making a claim for indemnification under this Article 10 based upon a third party Claim shall give prompt notify the Indemnitor of the claim in writing promptly after receiving written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim Claim against it by a third party describing the claim, the amount thereof (collectively, a “Third Party Action”if known and quantifiable) in respect of which such Indemnified Party shall seek indemnification hereunder. Any and the basis thereof; provided that the failure to so notify an Indemnifying Party the Indemnitor shall not relieve the Indemnitor of its obligations hereunder unless the Indemnitor shall be actually prejudiced by such Indemnifying Party from any liability that it, he, or she may have failure to such Indemnified Party under this Part 8 unlessso notify, and then only provided further that the Vendor shall be deemed to the extent that, the failure have notice of Proceedings referred to give such notice materially and adversely prejudices such Indemnifying Partyin section 8.7 hereof. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party Indemnitor shall be entitled, at its own expense, entitled to participate in the defence of such Third Party Action Claim giving rise to an Indemnitee's claim for indemnification at the Indemnitor's expense, and at its option (provided, however, that subject to limitations herein) shall be entitled to (a) the Indemnifying Party Indemnitee shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized be entitled to participate in writing by such Indemnifying Party in connection with the defence of such Third Party Action, Claim and to employ counsel of its choice for such purpose; provided that the Indemnifying Party fees and expenses of such separate counsel shall not have employed be borne by the Indemnitee (other than any fees and expenses of such separate counsel reasonably satisfactory that are incurred prior to the Indemnified Party to have charge date the Indemnitor effectively assumes control of such Third Party Actiondefence which, or notwithstanding the Indemnified Party’s counsel foregoing, shall have advised be borne by the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counselIndemnitor); (b) the Indemnifying Party Indemnitor shall not be entitled to assume control of such defence and shall pay the fees and expenses of counsel retained by the Indemnitee if the Indemnitee reasonably believes an adverse determination with respect to the Claim giving rise to such claim for indemnification will be severely detrimental to or materially injurious to the Indemnitee's reputation or future business prospects or the Indemnitor failed or is failing to vigorously prosecute or defend such claim; (c) if the Indemnitor shall control the defence of any such Claim, the Indemnitor shall obtain the prior written approval consent of the Indemnified Party Indemnitee before entering into or making any settlement, compromise, admission, or acknowledgment settlement of the validity of Claim or ceasing to defend such Third Party Action or any liability in respect thereof Claim if, pursuant to or as a result of such settlement, compromise, admission, settlement or acknowledgmentcessation, injunctive or other equitable relief would will be imposed against the Indemnified Party Indemnitee or if, in the opinion of the Indemnified Party, if such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, expressly and unconditionally release the giving by each claimant or plaintiff to each Indemnified Party of a release Indemnitee from all liability in liabilities and obligations with respect of to such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of)Claim, and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedprejudice.

Defence of Third Party Claims. With respect to a Third Party Claim, the Indemnifier may participate in or, by giving notice to that effect to the Indemnified Person not later than ten (10) days after receipt of notice with respect to that Third Party Claim and, subject to the rights of any insurer or other third party having potential liability therefor, elect to assume the control of the defence of the Third Party Claim at the Indemnifier’s own expense and by the Indemnifier’s own counsel, and the Indemnified Person may participate in the defence of any Third Party Claim assisted by counsel of its choice at its own expense. If the Indemnifier does not give notice within ten (10) days after receipt of notice of the Third Party Claim that it has elected to assume the control of the defence of the Third Party Claim, the Indemnified Person may, at its option and assisted by counsel of its choice, assume the defence of or settle or compromise the Third Party Claim without prejudice to its right of indemnification under this Agreement. If the Indemnifier elects to assume the defence of a Third Party Claim under this Section 9.8, the Indemnifier shall not have the right thereafter to contest its liability for that claim with respect to the Indemnified Person. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense ofretain separate or additional counsel to act on his, settle, her or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to behalf and participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, informationClaim, and testimony the fees and attend disbursements of such conferences, discovery proceedings, hearings, trials, and appeals as may counsel shall be reasonably requestedpaid by the Indemnifier if the Indemnified Party has been advised by its counsel that representation of both parties with respect to such Third Party Claim by the same counsel would be inappropriate due to an actual or potential conflict of interest between them.

Defence of Third Party Claims. An (a) Each of the Seller and the Purchaser shall use all reasonable efforts to make available to the Party which is undertaking and controlling the defence of any Third Party Claim: (i) those of its employees whose assistance, testimony or presence is necessary in connection with such defence; and (ii) all documents in its possession reasonably required for use in such defence. (b) The Indemnifying Party may participate in or assume the defence, compromise or settlement of such Third Party Claim (unless such Third Party Claim relates to Taxes) by giving notice to that effect to the Indemnified Party not later than 30 days (or such shorter period as is required so as not to prejudice the Indemnified Party) after receiving the Third Party Claim Notice provided that the right to do so shall be subject to the rights of any insurer or other third party who has potential liability in respect of the Third Party Claim, provided that the Indemnified Party shall give prompt written notice provide such reasonable assistance as the Indemnifying Party may request in seeking the consent of such insurer or other party to any entity allow the Indemnified Party to assist in the defence, compromise or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) settlement of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “such Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying PartyClaim. The Indemnifying Party shall have the right to assume control pay all of the defense of, settle, its own expenses of participating in or otherwise dispose of assuming such Third Party Action on such terms as it deems appropriate, provided that: (a) the defence. The Indemnified Party shall be entitledco-operate in good faith in the defence, compromise or settlement of each Third Party Claim, even if the defence, compromise or settlement has been assumed by the Indemnifying Party, and make available to the Indemnifying Party all relevant information in its possession or under its control (provided that it does not cause either of them to breach any confidentiality obligations) and shall take such other steps as are, in the reasonable opinion of counsel for the Indemnifying Party, necessary to enable the Indemnifying Party to conduct such defence, and may participate in such defence assisted by counsel of its own choice at its own expenseexpense (without any right to claim indemnification for such costs and expenses), but shall have no right to participate in control the defence of such the Third Party Action Claim. (providedc) Notwithstanding Section 12.7(b), however, that the Indemnifying Party shall pay the legal fees in respect of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such a Third Party ActionClaim, the Indemnifying Party shall not have employed counsel reasonably satisfactory the right to assume the Indemnified Party to have charge defence, compromise or settlement of such Third Party Claim (a “Third Party Action”), or notwithstanding the Indemnified Party’s counsel shall have advised timely delivery of its election to assume the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity and control of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence ofSection 12.7(b), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent (A) if the Third Party Action seeks an order, injunction, injunction or other equitable relief against the Indemnified Party whichthat cannot be separated from the related claim for monetary damages, (B) if successfulthe Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party and, would materially adversely affect in the business, operations, assets, or financial condition reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not assert such defenses on behalf of the Indemnified Party, (C) the claim directly relates to or alleges criminal liability or (D) the aggregate amount of Losses reasonably expected to result from such Third Party Action at the time when the applicable notice of a claim for indemnification is delivered, together with the aggregate amount of Losses reasonably expected to result from all other Third Party Actions with respect to which a written notice of a claim for indemnification has previously been delivered in compliance with the terms of this Agreement, exceeds the maximum amount for which the Indemnifying Party is required to indemnify the Indemnified Party pursuant to Section 12.13, if applicable. The party not controlling such defense of a Third-Party Claim may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party is advised by counsel in good faith, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third-Party Action which would prohibit a single legal counsel from representing both the Indemnifying Party and the Indemnified Party in such matter, the reasonable fees and expenses of counsel to the Indemnified Party, solely in connection therewith shall be considered “Losses” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for all Indemnified Parties. (d) If the Third Party Claim involves a Claim by a Governmental Authority requiring the payment of any Taxes and the failure to make such payment by a particular time would result in the imposition of any fine or penalty or would impair the ability to defend such Claim, or if any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any other Person with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, and the Indemnified Party gives notice thereof to the Indemnifying Party, subject to the limitations set out in Section 12.4, the Indemnifying Party shall make the required payment on behalf of the Indemnified Party prior to the required time and the Indemnified Party shall make no settlementreimburse the Indemnifying Party (together with interest at the Prime Rate, compromiseexcept in the case of Taxes in which case interest shall be equal to such interest paid, admissionif any, or acknowledgment that would give rise by the taxing authority to liability on the part Indemnified Party net of any Taxes payable by the Indemnified Party on such interest) in the event it is subsequently determined that the payment made by the Indemnifying Party without on behalf of the prior written consent of such Indemnified Party does not qualify as Losses for which the Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to is liable under this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedArticle 12.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice The Indemnifier, provided it acknowledges its obligation to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) indemnify in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such a Third Party Action on such terms as it deems appropriateClaim, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to may participate in or assume the defence of such Third Party Action Claim by giving notice (provided, however, “Defence Notice”) to that effect to the Indemnifying Indemnified Party not later than 30 calendar days after receiving the Third Party Claim Notice (the “Defence Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other third party who has potential liability in respect of that Third Party Claim provided the Indemnifier and Indemnified Party will use reasonable commercial efforts to cooperate in convincing any such insurer or third party to appoint defense counsel of Indemnifier’s choosing. The Indemnifier shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall pay co-operate in good faith in the legal fees defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and the Indemnified Party may participate in such defence assisted by counsel of its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party if such consent not to be unreasonably withheld or delayed. If the employment of separate counsel shall have been authorized in writing by such Indemnifying Indemnified Party in connection with has not received notice within the Notice Period that the Indemnifier has elected to assume the defence of such Third Party ActionClaim, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party may, at its option, elect to have charge settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Action, Claim. If the Third Party Claim involves a Claim by a Governmental Authority requiring the payment of any Taxes and the failure to make such payment by a particular time would result in the imposition of any fine or penalty or would impair the Indemnified Party’s counsel shall have advised ability to defend such Claim and the Indemnified Party in writing, with a copy delivered gives notice thereof to the Indemnifying PartyIndemnifier, that there is a conflict of interest that could the Indemnifier shall make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval required payment on behalf of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent prior to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), required time and the Indemnified Party shall reimburse the Indemnifier (together with interest at the Prime Rate, mutatis mutandis, except in the case of Taxes in which case interest shall be entitled equal to have sole control oversuch interest paid, if any, by the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as taxing authority to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect net of any Taxes payable by the business, operations, assets, or financial condition Indemnified Party on such interest) in the event it is subsequently determined that the payment made by the Indemnifier on behalf of the Indemnified Party; provided, however, Party does not qualify as an Indemnity Payment. In the event that the Indemnified Party shall make no settlementreceives a favorable cost or other monetary ruling in respect of a Third Party Claim for which the Indemnifier has assumed the defence, compromisethe proceeds of such cost or other monetary ruling will be the property of the Indemnifier, admission, or acknowledgment that would give rise to liability on the part net of any Indemnifying costs and expenses of the Indemnified Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation incurred in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedClaim.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice (a) Subject to any entity or Person who is obligated Section 7.8(b), the Indemnifier, provided it has irrevocably acknowledged in writing its Liability to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) indemnify in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriateClaim and provides evidence, provided that: (a) if requested by the Indemnified Party shall be entitled(or the Buyer or Sellers’ Transaction Representative, at its own expenseas the case may be, to acting on the Indemnified Party’s behalf), may participate in or assume the defence of such Third Party Action Claim by giving notice (“Defence Notice”) to that effect to the Indemnified Party not later than 30 days after receiving the Third Party Claim Notice (or such shorter period as is required so as not to prejudice the Indemnified Party) (the “Defence Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other third party who has potential Liability in respect of that Third Party Claim. The Indemnifier shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and may participate in such defence assisted by counsel of its own choice at its own expense; provided, however, that if the Indemnifying Party shall pay the legal fees interests of the Indemnified Party if and the employment Indemnifier cannot, in the view of counsel for the Indemnified Party, be properly represented by the same counsel, then the expenses of such separate counsel for the Indemnified Party shall have been authorized in writing be borne by such Indemnifying the Indemnifier. If the Indemnified Party in connection with has not received notice within the Defence Period that the Indemnifier has elected to assume the defence of such Third Party ActionClaim as aforesaid, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party may, at its option, elect to have charge settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Action, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Claim. (b) the Indemnifying Party shall obtain the prior written approval of Notwithstanding Section 7.8(a), the Indemnified Party before entering into may elect to control, defend against, negotiate, settle or making otherwise deal with any settlement, compromise, admission(or part of any) such proceeding claim, or acknowledgment of demand at the validity of such Third Party Action or any liability in respect thereof Indemnifier’s expense if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.:

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “"Indemnifying Party”") of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “"Third Party Action”") in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 Article 9 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense defence of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: : (a) the Indemnified Party shall be entitled, at its own expense, to participate in the defence of such Third Party Action (provided, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s 's counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); ; (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; business acting reasonably; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, include as an unconditional term thereof, thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 Article 9 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice The Indemnifier, provided it acknowledges its liability to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) indemnify in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such a Third Party Action on such terms as it deems appropriateClaim, provided that: (a) the Indemnified Party shall be entitled, at its own expense, to may participate in or assume the defence of such Third Party Action Claim by giving notice (provided, however, “Defence Notice”) to that effect to the Indemnifying Indemnified Party not later than 30 days after receiving the Third Party Claim Notice (the “Defence Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other third party who has potential liability in respect of that Third Party Claim. The Indemnifier shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall pay co-operate in good faith in the legal fees defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier and may participate in such defence assisted by counsel of its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party. If the Indemnified Party if has not received notice within the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with Notice Period that the Indemnifier has elected to assume the defence of such Third Party ActionClaim, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party may, at its option, elect to have charge settle or compromise the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Action, Claim. If the Third Party Claim involves a Claim by a Governmental Authority requiring the payment of any Taxes and the failure to make such payment by a particular time would result in the imposition of any fine or penalty or would impair the Indemnified Party’s counsel shall have advised ability to defend such Claim and the Indemnified Party in writing, with a copy delivered gives notice thereof to the Indemnifying PartyIndemnifier, that there is a conflict of interest that could the Indemnifier shall make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval required payment on behalf of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent prior to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), required time and the Indemnified Party shall reimburse the Indemnifier (together with interest at the Prime Rate in accordance with Section 5.13, mutatis mutandis, except in the case of Taxes in which case interest shall be entitled equal to have sole control oversuch interest paid, if any, by the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as taxing authority to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect net of any Taxes payable by the business, operations, assets, or financial condition Indemnified Party on such interest) in the event it is subsequently determined that the payment made by the Indemnifier on behalf of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals does not qualify as may be reasonably requestedan Indemnity Payment.

Defence of Third Party Claims. An (a) The Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 45 days after receiving notice of that Third Party Claim (the “Notice Period”). The Indemnifier’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) co-operate in good faith in the defence of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “each Third Party Action”) Claim, even if the defence has been assumed by the Indemnifier and may participate in respect such defence assisted by counsel of which such Indemnified Party shall seek indemnification hereunder. Any failure to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent that, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitled, its own choice at its own expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to participate in assume the defence of such Third Party Action (providedClaim, however, that the Indemnifying Party shall pay the legal fees of the Indemnified Party if may, at its option, elect to settle or compromise the employment Third Party Claim or assume such defence, assisted by counsel of separate counsel its own choosing and the Indemnifier shall have been authorized in writing by such Indemnifying Party be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Claim. (b) Notwithstanding Section 5.7(a), before an Indemnifier can either (i) require that the Indemnified Party or any of its Affiliates, defends a Third Party Claim, or (ii) participate in or assume the defence of any such Third Party ActionClaim, the Indemnifying Indemnifier shall provide the Indemnified Party with all funds that the Indemnified Party, or any Affiliate of such Indemnified Party, is required to deposit or pay under any Applicable Law in order to contest such Third Party Claim. The funds provided by the Indemnifier, which may represent, among other amounts, all or part of the Third Party Claim, shall not have employed counsel reasonably satisfactory be provided to the Indemnified Party to have charge of such Third Party Action, or the Indemnified Party’s counsel shall have advised on an interest-free basis. If the Indemnified Party in writing, with does not receive sufficient funds within the Notice Period to entitle it or any of its Affiliates to fulfill all legal prerequisites necessary to contest a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof ifClaim, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or ifany of its Affiliates of, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business; (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense settle the Third Party Claim and the Indemnifier shall be required to indemnify the Indemnified Party pursuant to the terms of this Agreement. To the extent that the required funds have been provided by the Indemnifier and the contestation of the Third Party Claim has resulted in the defence of)final determination by the competent authority or the court rejecting the Third Party Claim in its entirety, and the Indemnified Party shall be entitled to have sole control over, release and pay the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which funds received from the Indemnifying Party fails to assume the defence within a reasonable length of time or Indemnifier back to the Indemnifier. To the extent that the Third Party Action seeks an orderClaim has been either wholly or partially upheld by the final determination of the competent authority or the court, injunction, or other equitable relief against the Indemnified Party whichshall release and pay back to the Indemnifier the amount, if successfulany, would materially adversely affect by which the businessfunds provided by the Indemnifier and that are described in this paragraph exceed the amount that must be paid by the Indemnified Party or any of its Affiliates, operationspursuant to the final determination of the Third Party Claim. If the amount of funds that is reimbursed pursuant to the final determination of the Third Party Claim to the Indemnified Party or any of its Affiliates includes an amount of interest, assetsthe Indemnified Party shall pay to the Indemnifier an amount equal to the interest received on the funds that were paid or deposited, or financial condition of less an amount equal to the amount, as determined by the Indemnified Party; provided, however, that the Indemnified Party or any of its Affiliates shall make no settlement, compromise, admission, or acknowledgment that would give rise pay to liability any Regulatory Authority as Taxes on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedinterest.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder In the event of a claim (an “Indemnifying PartyIndemnity Claim”) of the commencement or assertion of any action, proceeding, demand, or claim being made by a third party against a party (collectively, a the “Third Party ActionIndemnified Party”) in respect of which such which, subject to section 9.2 another party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply. The Indemnified Party shall seek indemnification hereunder. Any failure promptly give written notice to notify an Indemnifying Party shall not relieve such Indemnifying Party from the Indemnifier of any liability that it, he, or she may have to such Indemnity Claim in respect of which the Indemnified Party under this Part 8 unless, and then only intends to claim for indemnification against the DM_VAN/237461-00001/6298157.6 Indemnifier. Such notice shall specify with reasonable particularity (to the extent that, that the failure to give such notice materially and adversely prejudices such Indemnifying Partyinformation is available) the nature of the Indemnity Claim. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided that: (a) the Indemnified Party shall be entitledIndemnifier shall, at its own expense, assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation. The Indemnified Party will have the right to participate in the negotiation, settlement and defence of such Third Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party Action shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim. The following provisions shall also apply with respect to Indemnity Claims: (provided, however, a) In the event that any Indemnity Claim is of a nature such that the Indemnifying Indemnified Party is legally bound or required by applicable law to make a payment to any person (a “Third Party”) with respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, including, without limitation, the posting of any security to stay any process of execution or judgment, the Indemnifier shall pay be obligated to make such payment or post security herefore on behalf of the legal fees Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security herefore and the Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party if under the employment Indemnity Claim in respect of separate counsel shall have been authorized in writing which such a payment was made, as finally determined, is less than the amount which was paid by such Indemnifying Party in connection with the defence of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory Indemnifier to the Indemnified Party to have charge of such Third Party ActionParty, or the Indemnified Party’s counsel shall have advised the Indemnified Party in writingshall, with a copy delivered forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel);Indemnifier. (b) Except in the Indemnifying circumstance contemplated by subsection 9.3(a) above, and unless the Indemnifier fails to assume control of the negotiation, settlement and defence of any Indemnity Claim, the Indemnified Party shall obtain not negotiate, settle, compromise or pay any Indemnity Claim except with the prior written approval consent of the Indemnifier (which consent shall not be unreasonably withheld). (c) The Indemnified Party before entering into or making shall not permit any settlement, compromise, admission, or acknowledgment right of the validity of such Third Party Action or any liability appeal in respect of any Indemnity Claim to terminate without giving the Indemnifier notice thereof if, pursuant and an opportunity to or as a result of contest such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnity Claim. DM_VAN/237461-00001/6298157.6 (d) The Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself informed about and be prepared to discuss the Indemnity Claim with his or ifher counterpart and with counsel at all reasonable times. (e) Notwithstanding the above provisions of this section 9.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, such settlementacting reasonably, compromise, admission, or acknowledgment could have an a material adverse effect impact on its business;the Indemnified Party. (cf) no Indemnifying Party shall consent The provisions of this section 9.3 are intended to set out the entry of any judgment or enter into any settlement that does not includeprocedures to be followed with respect to an Indemnity Claim and, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defence of), and provided the Indemnified Party shall be entitled follows such procedures in all material respects, nothing contained in this section 9.3 will derogate from the Indemnifier’s obligations to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of indemnify the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defence of Third Party Claims. An Indemnified Party shall give prompt written notice In the event of the assertion or commencement by any Person of any claim or Proceeding (whether against the Company, against any other Indemnitee or against any other Person) with respect to any entity or Person who is which the Vendors may become obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement indemnify, hold harmless, compensate or assertion of reimburse any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Action”) in respect of which such Indemnified Party shall seek indemnification hereunder. Any failure Indemnitee pursuant to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Part 8 unless, and then only to the extent thatSection 8, the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party Vendors shall have the right right, in the first instance to assume control the defence of such claim or Proceeding at the sole expense of the defense of, settle, Vendors. If the Vendors so elect to assume the defence of any such claim or otherwise dispose of such Third Party Action on such terms as it deems appropriate, provided thatProceeding: (a) the Indemnified Party Vendors shall proceed to defend such claim or Proceeding in a diligent manner with counsel reasonably satisfactory to the Purchaser; (b) the Purchaser shall make available to the Vendors any non-privileged documents and materials in the possession of the Purchaser that may be entitled, at its own expense, necessary to the defence of such claim or Proceeding; (c) the Vendors shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (d) the Purchaser shall have the right to participate in the defence of such Third Party Action claim or Proceeding; (e) the Vendors shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser provided, however, that the Indemnifying Party Purchaser shall pay not unreasonably withhold such consent; and (f) the legal fees Purchaser may at any time (notwithstanding the prior designation of the Indemnified Party if Vendors to assume the employment defence of separate counsel shall have been authorized such claim or Proceeding) assume the defence of such claim or Proceedings after giving the Vendors written notice of the Purchaser's reasonable dissatisfaction of the manner of the defence being conducted, and the Vendors failing to rectify such matters within 30 days of receiving such notice. If the Vendors do not elect to assume the defence of any such claim or Proceeding (or if, after initially assuming such defence, the Purchaser elects to assume such defence in writing by such Indemnifying Party in connection accordance with Section 8.7(f)), the Purchaser may proceed with the defence of such Third Party Action, claim or Proceeding on its own. If the Indemnifying Party shall not have employed counsel reasonably satisfactory Purchaser so proceeds with the defence of any such claim or Proceeding on its own: (i) all reasonable expenses relating to the Indemnified Party to have charge defence of such Third Party Action, claim or Proceeding incurred by the Indemnified Party’s counsel Purchaser shall have advised be borne and paid exclusively by the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel)Vendors; (bii) the Indemnifying Party Vendors shall obtain make available to the prior written approval Purchaser any documents and materials in the possession or control of any of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of Vendors that may be necessary to the validity defence of such Third Party Action claim or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its businessProceeding; (ciii) no Indemnifying Party the Purchaser shall consent keep the Vendors informed of all material developments and events relating to the entry of any judgment such claim or enter into any settlement that does not include, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party ActionProceeding; and (div) the Indemnifying Party Purchaser shall not be entitled have the right to control (but shall be entitled to participate at its own expense in settle, adjust or compromise such claim or Proceeding with the defence of), and the Indemnified Party shall be entitled to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition consent of the Indemnified PartyVendors; provided, however, that the Indemnified Party Vendors shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of not unreasonably withhold such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedconsent.

Defence of Third Party Claims. An Indemnified Party shall give prompt written (a) Upon receipt by the Indemnitee of a notice to any entity or Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or assertion of any action, proceeding, demand, actual or claim possible Action that has been or may be brought or asserted by a third party against such Indemnitee and that may be subject to indemnification hereunder (collectively, a “Third Third-Party ActionClaim”), the Indemnitee (or, if any of the Company Shareholders are the Indemnitee, then the Shareholders’ Agent acting on behalf of the Company Shareholder(s)) shall promptly give notice of such Third-Party Claim (a “Third-Party Claim Notice”) in respect to the Indemnitor (or, if any of which the Company Shareholders are the Indemnitor, then to the Shareholders’ Agent acting on behalf of the Company Shareholder(s)) indicating the nature of such Indemnified Third-Party shall seek indemnification hereunder. Any failure Claim and the stated basis therefor with reasonable detail to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have allow assessment and the amount of Damages claimed pursuant to such Indemnified Third-Party under this Part 8 unlessClaim, and then only to the extent thatknown. If the Indemnitor (or, if any of the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have Company Shareholders are the Indemnitor, then the Shareholders’ Agent acting on behalf of the Company Shareholder(s)) disputes the right to assume control of the defense ofIndemnitee to indemnification under this Article XII with respect to the Third Party Claim described in the applicable Third Party Claim Notice, settle, or otherwise dispose then in such event the amount of Damages incurred by the Indemnitee in connection with such Third Party Action on such terms as it deems appropriateClaim, provided that:and the Indemnitee’s right to indemnification under this Article XII with respect thereto, shall be resolved by binding arbitration pursuant to Section 13.10. (ab) The Buyer Parties shall defend any Third Party Claim, but shall not enter into any settlement of any Third Party Claim unless such settlement is approved in writing by the Indemnified Party Shareholders’ Agent (which approval may not be unreasonably withheld, conditioned or delayed). The Shareholders’ Agent shall be entitled, at its own expense, entitled to retain separate or additional counsel to act on behalf of the Shareholders’ Agent and/or participate in the defence of the Third Party Claim but only if: (i) (A) such Third Party Action Claim is in relation to taxation matters in respect of taxation years arising prior to the Closing Date or (provided, however, that B) if the Indemnifying named parties to any such Third Party shall pay the legal fees Claim include one or more of the Buyer Indemnified Party if Parties and one or more of the employment of separate counsel Company Shareholders and the Shareholders’ Agent shall have been authorized in writing advised by such Indemnifying Party in connection with his or her counsel that representation of both parties by the defence same counsel would be inappropriate due to the actual or potential differing interest between them; and (ii) the Shareholders’ Agent pays for the fees and disbursements of such Third Party Action, the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such Third Party Action, applicable separate or the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common additional counsel); (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Third Party Action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have an adverse effect on its business;. (c) no Indemnifying If the Indemnitee (or, if any of the Company Shareholders are the Indemnitee, then the Shareholders’ Agent acting on behalf of the Company Shareholder(s)) has requested to defend the Third Party shall consent to Claim, then the entry amount of any judgment or enter into any settlement that does not include, as an unconditional term thereof, Damages incurred by the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability Indemnitee in respect of connection with such Third Party Action; and (d) the Indemnifying Party shall not be entitled to control (but Claim shall be entitled indemnifiable. If the Indemnitor (or, if any of the Company Shareholders are the Indemnitor, then the Shareholders’ Agent acting on behalf of the Company Shareholder(s)) has disputed the right of the Indemnitee to participate at its own expense indemnification under this Article XII with respect to the Third Party Claim described in the defence of)applicable Third Party Claim Notice, then in such event the amount of Damages incurred by the Indemnitee in connection with such Third Party Claim, and the Indemnified Party Indemnitee’s right to indemnification under this Article XII with respect thereto, shall be entitled a disputed indemnification claim to have sole control over, the defence or settlement, compromise, admission, or acknowledgment of any Third Party Action as to which the Indemnifying Party fails to assume the defence within a reasonable length of time or to the extent the Third Party Action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party. The parties hereto shall extend reasonable cooperation in connection with the defence of any Third Party Action be resolved by binding arbitration pursuant to this Part 8 and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requestedSection 13.10.