Common use of Defence of Third Party Claims Clause in Contracts

Defence of Third Party Claims. If an Indemnifier elects to assume the defence of any Third Party 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 the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 Person 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, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred by the Indemnified Persons with respect to such Third Party Claim.

Defence of Third Party Claims. If In the event of a claim (an “Indemnity Claim”) being made by a Third Party against a party (the “Indemnified Party”) in respect of 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 promptly give written notice to the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and Indemnity Claim in good faith in pursuing such defence, keep respect of which the Indemnified Persons reasonably informed as Party intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the progress and status of such defence extent that the information is available) the nature of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Indemnity Claim. The Indemnifier must provide the Indemnified Persons 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; providedshall, 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 assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in those circumstances 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 the Indemnified Person believes in good faith that there are material conflict issues between case counsel satisfactory to the Indemnifier and the Indemnified Persons or there are defences available Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Persons that are not available Party will be entitled to assume control of the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice Indemnity Claim 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred bound by the results obtained by the Indemnified Persons Party with respect to such Third Party Indemnity Claim.. The following provisions shall also apply with respect to Indemnity Claims:

Defence of Third Party Claims. If an Indemnifier elects The Indemnifier, provided it acknowledges its obligation to indemnify in respect of a Third Party Claim, may participate in or assume the defence of any such Third Party Claim, the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep Claim by giving notice (“Defence Notice”) to that effect to the Indemnified Persons reasonably informed as to the progress and status of such defence of Party not later than 30 calendar days after receiving the Third Party Claim and provide copies Notice (the “Defence Period”). The Indemnifier’s right to do so shall be subject to the Indemnified Persons rights of all material documents, records and any insurer or other materials relating to such defence third party who has potential liability in respect of the that Third Party ClaimClaim 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 must provide the Indemnified Persons 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 shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Persons will cooperate 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 the Indemnified Party may participate in such defence assisted by counsel of its own choice and at its own expense, except in those circumstances in which the Indemnified Person believes in good faith that there are material conflict issues between the . The Indemnifier and the Indemnified Persons or there are defences available to the Indemnified Persons that are shall not available to the Indemnifier, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, Indemnified Party such consent not to be unreasonably withheld, conditioned withheld 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 . If 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 has not received a Dispute Notice notice within the Notice Period confirming the intent of that the Indemnifier in respect of a Third Party Claim or if the Indemnifier, having has elected to assume the defence of any such Third Party Claim, fails to take 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 Party may, at their its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosing, its own choosing and the Indemnifier will shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons Party with respect to such Third Party 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 ability to defend such Claim and the Indemnified Party gives notice thereof to the Indemnifier, the Indemnifier shall make the required payment on behalf of the Indemnified Party prior to the 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 equal to such interest paid, if any, by the taxing authority to the 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 Indemnifier on behalf of the Indemnified Party does not qualify as an Indemnity Payment. In the event that the Indemnified Party receives a favorable cost or other monetary ruling in respect of a Third Party Claim for which the Indemnifier has assumed the defence, the proceeds of such cost or other monetary ruling will be the property of the Indemnifier, net of any costs and expenses of the Indemnified Party incurred in connection with the Third Party Claim.

Defence of Third Party Claims. The Indemnitor may participate in, at its sole cost and expense, or, if it gives written notice to the Indemnified Party that the Indemnitor agrees that it is obligated under the terms of its indemnity in connection with such claim, assume the defence of any Third Party 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 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 an Indemnifier the Indemnitor elects to assume the defence of any such Third Party ClaimClaim or proceeding and complies with the foregoing sentence, the Indemnifier must at all times act reasonably and Indemnitor shall (i) provide prompt notice of such election to the Indemnified Party, (ii) consider in good faith in pursuing such defence, keep the views of the Indemnified Persons reasonably informed as to the progress Party and status of its counsel regarding such defence of the Third Party Claim and provide copies to (iii) seek the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 Person 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, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such consent Indemnified Party and its counsel (not to be unreasonably withheld, conditioned it being agreed that a material adverse effect on the Purchaser's 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 any member of the amount for which the Indemnifier would have settled the Third Party Claim Robeez Group's business and the amount which the Indemnified Persons were operations shall be deemed to be a reasonable basis to withhold consent) prior to any settlement or will be required to pay such third party in connection with compromise of such Third Party Claim and (2) if the Indemnified Persons have not received a Dispute Notice within the Notice Period confirming the intent related proceedings unless such settlement or compromise shall consist only of the Indemnifier in respect payment of a Third Party Claim or if the Indemnifier, having elected to assume the defence of any Third Party Claim, fails to take 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 and any Loss suffered or incurred money by the Indemnified Persons with respect to such Third Party Claim.Indemnitor and includes a full release of such

Defence of Third Party Claims. If In the event of a claim (an “Indemnity Claim”) being made by a third party against a party (the “Indemnified Party”) in respect of 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 promptly give written notice to the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and Indemnity Claim in good faith in pursuing such defence, keep respect of which the Indemnified Persons reasonably informed as Party intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the progress and status of such defence extent that the information is available) the nature of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Indemnity Claim. The Indemnifier must provide the Indemnified Persons 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; providedshall, 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 assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in those circumstances 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 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 the Indemnified Person believes in good faith that there are material conflict issues between case counsel satisfactory to the Indemnifier and the Indemnified Persons or there are defences available Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Persons that are not available Party will be entitled to assume control of the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice Indemnity Claim 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred bound by the results obtained by the Indemnified Persons Party with respect to such Third Party Indemnity Claim.. The following provisions shall also apply with respect to Indemnity Claims:

Defence of Third Party Claims. If An Indemnified Party shall give prompt written notice to any entity or Person who is obligated to provide indemnification hereunder (an Indemnifier elects "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 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 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 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 acting reasonably; (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 ClaimAction pursuant to this Article 9 and, the Indemnifier must at all times act reasonably and in good faith in pursuing connection therewith, shall furnish such defencerecords, keep the Indemnified Persons reasonably informed as to the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 Indemnifierinformation, and may participate in testimony and attend such defence assisted by counsel of its choice and at its own expenseconferences, except in those circumstances in which the Indemnified Person 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 Indemnifierdiscovery proceedings, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of themhearings, such 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 Claim, fails to take 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 choosingtrials, and the Indemnifier will appeals as may be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons with respect to such Third Party Claimreasonably requested.

Defence of Third Party Claims. If an Indemnifier elects Subject to Section 8.13(a), the Indemnitor may participate in or assume the defence of any Third Party 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 the progress and status of such defence of Claim (provided that (i) the Third Party Claim seeks only monetary damages and provide copies does not seek any injunctive or other relief against the Indemnified Party, and (ii) legal counsel chosen by the Indemnifying Party is satisfactory to the Indemnified Persons Party, acting reasonably) by giving notice to that effect to the Indemnitee not later than 20 Business Days after receiving notice of all material documents, records and that Third Party Claim (the “Notice Period”). The Indemnitor’s right to do so shall be subject to the rights of any insurer or other materials relating to such defence party who has potential liability in respect of the that Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 Indemnitor shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Persons will cooperate Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, Indemnitor and may participate in such defence assisted by counsel of its own choice and at its own expense, except in those circumstances in which . If the Indemnified Person 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, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Indemnitee has not received a Dispute Notice notice within the Notice Period confirming that the intent of the Indemnifier in respect of a Third Party Claim or if the Indemnifier, having Indemnitor has elected to assume the defence of any such Third Party Claim, fails to take 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 Indemnitee may, at their its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosing, its own choosing and the Indemnifier will Indemnitor shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Claim or Loss suffered or incurred by the Indemnified Persons Indemnitee with respect to such Third Party Claim. If the Indemnitor elects to assume the defence of a Third Party Claim under this Section 8.5, the Indemnitor shall not have the right thereafter to contest its liability for such claim.

Defence of Third Party Claims. If an the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must shall at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Persons reasonably Party fully informed as to the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons Party of all material documents, records and other materials relating to such defence of or the Third Party Claim. The Indemnifier must shall provide the Indemnified Persons Party with drafts of documents that which the Indemnifier proposes to send or file in advance of the sending of or filing of the same and the Indemnified Persons will Party shall have the reasonable opportunity right to provide comments thereon to the Indemnifier; provided, however, that it will 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 Persons will 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 the Indemnified Person believes in good faith that there are material conflict issues between the Indemnifier and the Indemnified Persons Party or there are defences available to the Indemnified Persons that Party which are not available to the Indemnifier, in either of which cases case the Indemnified Persons Party may participate in such defence assisted by counsel of its choice at the expense of the lndemnifier Indemnifier to the extent such expenses are reasonable. Neither the Indemnifier nor the Indemnified Persons will Party shall enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that: (1) if . If the Indemnifier wishes to settle a Third Party Claim in an amount acceptable to the third party claimant, but the Indemnified Persons do Party does not wish so to settle, the Indemnifier will shall be required to indemnify the Indemnified Persons 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 Persons were Party was or will be required to pay such third party in connection with such Third Party Claim and (2) if Claim. If the Indemnified Persons have Party has not received a Dispute Notice notice within the Notice Period confirming the intent of that the Indemnifier in respect 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 Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Persons Party that the Indemnified Person 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 Persons Party may, at their its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their its choosing, and the Indemnifier will shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons Party with respect to such Third Party Claim.

Defence of Third Party Claims. If an With respect to a Third Party Claim, the Indemnifier elects 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 have the right to retain separate or additional counsel to act on his, her or its behalf and participate in the defence of any Third Party Claim, and the fees and disbursements of such counsel shall be paid by the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Persons reasonably informed as to the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 Person 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, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 have been advised in connection therewith and any Loss suffered or incurred writing by the Indemnified Persons legal counsel acceptable to them that representation of both parties with respect to such Third Party ClaimClaim by the same counsel would be inappropriate due to an actual or potential conflict of interest between them.

Defence of Third Party Claims. If In the event of a claim (an “Indemnity Claim”) being made by a third party against a party to this Agreement (the “Indemnified Party”) in respect of 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 promptly give written notice to the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and Indemnity Claim in good faith in pursuing such defence, keep respect of which the Indemnified Persons reasonably informed as Party intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the progress and status of such defence extent that the information is available) the nature of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Indemnity Claim. The Indemnifier must provide the Indemnified Persons 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; providedshall, 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 assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in those circumstances 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 the Indemnified Person believes in good faith that there are material conflict issues between case counsel satisfactory to the Indemnifier and the Indemnified Persons or there are defences available Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Persons that are not available Party will be entitled to assume control of the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice Indemnity Claim 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred bound by the results obtained by the Indemnified Persons Party with respect to such Third Party Indemnity Claim.. The following provisions shall also apply with respect to Indemnity Claims:

Defence of Third Party Claims. If an the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must shall at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Persons reasonably Party fully informed as to the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons Party of all material documents, records and other materials relating to such defence of or the Third Party Claim. The Indemnifier must shall provide the Indemnified Persons Party with drafts of documents that which the Indemnifier proposes to send or file in advance of the sending of or filing of the same and the Indemnified Persons will Party shall have the reasonable opportunity right to provide comments thereon to the Indemnifier; provided, however, that it will 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 Persons will 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 the Indemnified Person believes in good faith that there are material conflict issues between the Indemnifier and the Indemnified Persons Party or there are defences available to the Indemnified Persons that Party which are not available to the Indemnifier, in either of which cases case the Indemnified Persons Party may participate in such defence assisted by counsel of its choice at the expense of the lndemnifier Indemnifier to the extent such expenses are reasonable. Neither the Indemnifier nor the Indemnified Persons will Party shall enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that: (1) if . If the Indemnifier wishes to settle a Third Party Claim in an amount acceptable to the third party claimant, but the Indemnified Persons do Party does not wish so to settle, the Indemnifier will shall be required to indemnify the Indemnified Persons 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 Persons were Party was or will be required to pay such third party in connection with such Third Party Claim and (2) if Claim. If the Indemnified Persons have Party has not received a Dispute Notice notice within the Notice Period confirming the intent of that the Indemnifier in respect 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 Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Persons Party that the Indemnified Person 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 Persons Party may, at their its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their its choosing, and the Indemnifier will shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons Party with respect to such Third Party Claim.

Defence of Third Party Claims. If an With respect to a Third Party Claim, the Indemnifier elects may participate in or, by giving notice to that effect to the Indemnified Person not later than thirty (30) 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 (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 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 the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 Person 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, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice at its own expense, and except that the expense Indemnifying Party will pay the costs and expenses of the lndemnifier to the extent such expenses are reasonable. Neither the Indemnifier nor separate counsel if (x) in the Indemnified Persons will enter into any compromise Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by separate counsel because a conflict or settlement of any potential conflict exists between the Indemnifying Party and the Indemnified Party or (y) the named parties to such Third Party Claim without obtaining include both the prior written consent Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the other of them, such consent not to be unreasonably withheld, conditioned or delayedIndemnifying Party; provided, however, that: (1) if that the Indemnifier wishes 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 settle a defend the Third Party Claim in an amount acceptable to the third party claimantgood faith, but the Indemnified Persons do not wish so to settle, or (d) 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 has not agreed that the Third Party Claim and is subject to indemnification under this Agreement. If the amount which Indemnifier does not give notice within thirty (30) days after receipt of notice of the Indemnified Persons were or will be required to pay such third party in connection with such Third Party Claim and (2) if that it has elected to assume the Indemnified Persons have not received a Dispute Notice within the Notice Period confirming the intent control of the Indemnifier in respect defence of a the Third Party Claim or if it is not permitted to control the Indemnifierdefense thereof in accordance with the proviso of the immediately preceding sentence, having elected to assume the defence of any Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Persons that then 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 its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosing, its own choice and the Indemnifier will shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss Losses suffered or incurred by the Indemnified Persons Person with respect to such the Third Party Claim.

Defence of Third Party Claims. If In the event of a claim (an “Indemnity Claim”) being made by a third party against a party (the “Indemnified Party”) in respect of 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 promptly give written notice to the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and Indemnity Claim in good faith in pursuing such defence, keep respect of which the Indemnified Persons reasonably informed as Party intends to claim for indemnification against the DM_VAN/237461-00001/6298157.6 Indemnifier. Such notice shall specify with reasonable particularity (to the progress and status of such defence extent that the information is available) the nature of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Indemnity Claim. The Indemnifier must provide the Indemnified Persons 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; providedshall, 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 assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in those circumstances 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 the Indemnified Person believes in good faith that there are material conflict issues between case counsel satisfactory to the Indemnifier and the Indemnified Persons or there are defences available Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Persons that are not available Party will be entitled to assume control of the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice Indemnity Claim 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred bound by the results obtained by the Indemnified Persons Party with respect to such Third Party Indemnity Claim.. The following provisions shall also apply with respect to Indemnity Claims:

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 an 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 have the right to retain separate or additional counsel to act on his, her or its behalf and participate in the defence of any Third Party Claim, and the fees and disbursements of such counsel shall be paid by the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep the Indemnified Persons reasonably informed as to the progress and status of such defence of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 Person 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, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Party has been advised by its counsel that representation of the Indemnifier in respect of a Third Party Claim or if the Indemnifier, having elected to assume the defence of any Third Party Claim, fails to take 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 and any Loss suffered or incurred by the Indemnified Persons both parties with respect to such Third Party ClaimClaim by the same counsel would be inappropriate due to an actual or potential conflict of interest between them.

Defence of Third Party Claims. If In the event of a claim (an “Indemnity Claim”) being made by a third party against a party (the “Indemnified Party”) in respect of 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 promptly give written notice to the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and Indemnity Claim in good faith in pursuing such defence, keep respect of which the Indemnified Persons reasonably informed as Party intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the progress and status of such defence extent that the information is available) the nature of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Indemnity Claim. The Indemnifier must provide the Indemnified Persons 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; providedshall, 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 assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in those circumstances 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 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 the Indemnified Person believes in good faith that there are material conflict issues between case counsel satisfactory to the Indemnifier and the Indemnified Persons or there are defences available Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Persons that are not available Party will be entitled to assume control of the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice Indemnity Claim 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred bound by the results obtained by the Indemnified Persons Party with respect to such Third Party Indemnity Claim.. The following provisions shall also apply with respect to Indemnity Claims:

Defence of Third Party Claims. If an Indemnifier elects (a) Subject to Section 7.8(b), the Indemnifier, provided it has irrevocably acknowledged in writing its Liability to indemnify in respect of such Third Party Claim and provides evidence, if requested by the Indemnified Party (or the Buyer or Sellers’ Transaction Representative, as the case may be, acting on the Indemnified Party’s behalf), may participate in or assume the defence of any such Third Party Claim, the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep Claim by giving notice (“Defence Notice”) to that effect to the Indemnified Persons reasonably informed as to the progress and status of such defence of Party not later than 30 days after receiving the Third Party Claim and provide copies 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 Indemnified Persons rights of all material documents, records and any insurer or other materials relating to such defence third party who has potential Liability in respect of the that Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Persons will cooperate 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 and at its own expense, except in those circumstances in which the Indemnified Person 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, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that: (1) that if the Indemnifier wishes to settle a Third Party Claim in an amount acceptable to the third party claimant, but interests of the Indemnified Persons do not wish so to settle, Party and the Indemnifier will be required to indemnify cannot, in the view of counsel for the Indemnified Persons only up to Party, be properly represented by the lesser same counsel, then the expenses of such separate counsel for the amount for which Indemnified Party shall be borne by the Indemnifier. If the Indemnified Party has not received notice within the Defence Period that 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 has elected to assume the defence of any Third Party Claim, fails to take 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)as aforesaid, the Indemnified Persons Party may, at their its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosing, its own choosing and the Indemnifier will shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons Party with respect to such Third Party Claim.

Defence of Third Party Claims. If In the event of a claim (an “Indemnity Claim”) being made by a third party against a party (the “Indemnified Party”) in respect of 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 promptly give written notice to the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and Indemnity Claim in good faith in pursuing such defence, keep respect of which the Indemnified Persons reasonably informed as Party intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the progress and status of such defence extent that the information is available) the nature of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Indemnity Claim. The Indemnifier must provide the Indemnified Persons 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; providedshall, 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 assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in those circumstances 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 the Indemnified Person believes in good faith that there are material conflict issues between case counsel satisfactory to the Indemnifier and the Indemnified Persons or there are defences available Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Persons that are not available Party will be entitled to assume control of the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice Indemnity Claim 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred bound by the results obtained by the Indemnified Persons Party with respect to such Third Party Indemnity Claim.. The following provisions shall also apply with respect to Indemnity Claims:

Defence of Third Party Claims. If an Indemnifier elects The Indemnifier, provided it acknowledges its liability to indemnify in respect of a Third Party Claim, may participate in or assume the defence of any such Third Party Claim, the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep Claim by giving notice (“Defence Notice”) to that effect to the Indemnified Persons reasonably informed as to the progress and status of such defence of Party not later than 30 days after receiving the Third Party Claim and provide copies Notice (the “Defence Period”). The Indemnifier’s right to do so shall be subject to the Indemnified Persons rights of all material documents, records and any insurer or other materials relating to such defence third party who has potential liability in respect of the that Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 shall pay all of its own expenses of participating in or assuming such defence. The Indemnified Persons will cooperate 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, Indemnifier and may participate in such defence assisted by counsel of its own choice and at its own expense, except in those circumstances in which the Indemnified Person believes in good faith that there are material conflict issues between the . The Indemnifier and the Indemnified Persons or there are defences available to the Indemnified Persons that are shall not available to the Indemnifier, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Indemnified Party. If 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 has not received a Dispute Notice notice within the Notice Period confirming the intent of that the Indemnifier in respect of a Third Party Claim or if the Indemnifier, having has elected to assume the defence of any such Third Party Claim, fails to take 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 Party may, at their its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosing, its own choosing and the Indemnifier will shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons Party with respect to such Third Party 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 ability to defend such Claim and the Indemnified Party gives notice thereof to the Indemnifier, the Indemnifier shall make the required payment on behalf of the Indemnified Party prior to the 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 equal to such interest paid, if any, by the taxing authority to the 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 Indemnifier on behalf of the Indemnified Party does not qualify as an Indemnity Payment.

Defence of Third Party Claims. If an The Indemnifier elects to may participate in or assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and in good faith in pursuing such defence, keep Claim by giving notice to that effect to the Indemnified Persons reasonably informed as to Party not later than 30 days after receiving the progress and status Indemnification Notice of such defence of the that Third Party Claim and provide copies (the “Notice Period”). The Indemnifier’s right to do so shall be subject to the Indemnified Persons rights of all material documents, records and any insurer or other materials relating to such defence party who has potential liability in respect of the that Third Party Claim. The Indemnifier must provide the Indemnified Persons 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 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, Indemnifier and may participate in such defence assisted by counsel of its own choice and at its own expense, except in those circumstances in which the Indemnified Person believes in good faith that there are material conflict issues between the . The Indemnifier and the Indemnified Persons or there are defences available to the Indemnified Persons that are shall not available to the Indemnifier, 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of themIndemnified Party, such consent which shall 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 . If 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 has not received a Dispute Notice notice within the Notice Period confirming the intent of that the Indemnifier in respect of a Third Party Claim or if the Indemnifier, having has elected to assume the defence of any such Third Party Claim, fails to take 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 Party may, at their its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by counsel of their choosingits own choosing (provided that the Indemnified Party may not, and as part of the settlement or compromise, require the Indemnifier will to admit any liability or assume any financial or other material obligation) and, provided that the Third Party Claim is a Claim for which the Indemnified Party is, in fact, entitled to indemnification hereunder, the Indemnifier, subject to Section 5.2, shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Persons Party with respect to such Third Party Claim.

Defence of Third Party Claims. If In the event of a claim (an “Indemnity Claim”) being made by a third party against a party (the “Indemnified Party”) in respect of 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 promptly give written notice to the Indemnifier elects to assume the defence of any Third Party Claim, the Indemnifier must at all times act reasonably and Indemnity Claim in good faith in pursuing such defence, keep respect of which the Indemnified Persons reasonably informed as Party intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the progress and status of such defence extent that the information is available) the nature of the Third Party Claim and provide copies to the Indemnified Persons of all material documents, records and other materials relating to such defence of the Third Party Indemnity Claim. The Indemnifier must provide the Indemnified Persons 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; providedshall, 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 assume control of the negotiation, settlement and defence of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in those circumstances 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 the Indemnified Person believes in good faith that there are material conflict issues between case counsel satisfactory to the Indemnifier and the Indemnified Persons or there are defences available Party 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 Persons that are not available Party will be entitled to assume control of the Indemnifier, in either of which cases the Indemnified Persons may participate in such defence assisted by counsel of its choice Indemnity Claim 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 settlement of any Third Party Claim without obtaining the prior written consent of the other of them, such 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 Claim, fails to take 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 and any Loss suffered or incurred bound by the results obtained by the Indemnified Persons Party with respect to such Third Party Indemnity Claim.. The following provisions shall also apply with respect to Indemnity Claims: