Common use of Defense and Settlement of Third Party Claims Clause in Contracts

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. (i) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against the Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against any Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Party shall not have any indemnification obligation Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any monetary payment to Indemnified Person; no injunctive or equitable is entered against any third party required by such Indemnified Person; that the proposed settlement unless contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability. (ii) If the Indemnifying Person elects not to defend the Indemnified Person against such Third-Party shall have consented thereto. The Indemnifying Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, the Indemnified Person shall have the right but not the obligation to elect assume its own defense; it being understood that the Indemnified Person’s right to settle any Third indemnification for a Third-Party Claim subject to shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Person shall not settle a Third-Party Claim without the consent of the Indemnified Party; providedIndemnifying Person and, howeverif applicable, that if its respective insurer. (iii) Each Party shall cooperate, and shall cause its respective Representatives and Subsidiaries to corporate, with the Indemnified Party fails other in order to give such consent within 15 business days of being requested to do so, ensure the Indemnified Party shall, at its expense, assume the proper and adequate defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlementThird-Party Claim, including by providing access to relevant business records, other documents and employees. The foregoing provisions notwithstandingEach Party shall use reasonable best efforts to avoid production of confidential information (consistent with Applicable Law), in no event (a) may either Indemnifying Party adjustand to cause all communications among employees, compromise or settle counsel and other Persons representing any Third party to such Third-Party Claim unless such adjustment, compromise to be made so as to preserve any applicable attorney-client or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationwork-product privilege.

Defense and Settlement of Third Party Claims. (i) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against any Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Party shall not have any indemnification obligation Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any monetary payment to Indemnified Person; no injunctive or equitable relief is entered against any third party required by such Indemnified Person; that the proposed settlement unless contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability. (ii) If the Indemnifying Person elects not to defend the Indemnified Person against such Third-Party shall have consented thereto. The Indemnifying Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, the Indemnified Person shall have the right but not the obligation to elect assume its own defense; it being understood that the Indemnified Person’s right to settle any Third indemnification for a Third-Party Claim subject to shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Person shall not settle a Third-Party Claim without the consent of the Indemnified Party; providedIndemnifying Person and, howeverif applicable, that if its respective insurer. (iii) Each Party shall cooperate, and shall cause its respective Representatives and Subsidiaries to corporate, with the Indemnified Party fails other in order to give such consent within 15 business days of being requested to do so, ensure the Indemnified Party shall, at its expense, assume the proper and adequate defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlementThird-Party Claim, including by providing access to relevant business records, other documents and employees. The foregoing provisions notwithstandingEach Party shall use reasonable best efforts to avoid production of confidential information (consistent with Applicable Law), in no event (a) may either Indemnifying Party adjustand to cause all communications among employees, compromise or settle counsel and other Persons representing any Third party to such Third-Party Claim unless such adjustment, compromise to be made so as to preserve any applicable attorney-client or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationwork-product privilege.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have 12.7.1 If the right (without prejudice Development, Manufacture or Commercialization of any Program Antibody, Program Antibody Combination or Product in any country in accordance with this Agreement or other activity of either of the Parties pursuant to the right Agreement is alleged by a Third Party to infringe a Third Party’s Patent Right, the Party becoming aware of such allegation shall promptly notify the other Party. CureVac has the first right, but not the obligation, to control any defense of any Indemnified such claim involving alleged infringement of Third Party to participate rights by CureVac’s activities under any Program at its or his own expense through and by counsel of its or his own choosing) to defend against any Third Party Claim choice, and Genmab may, at its or his expense and through own expense, choose to be represented in any such action by counsel of its or his own choosing and choice. Genmab has the sole right to control any defense of any such defense if claim involving alleged infringement of Third Party rights by Genmab’s activities under the Indemnifying Party gives written notice Program at its own expense and by counsel of its or his intention own choice, and CureVac may, at its own expense, choose to do so within 15 business days be represented in any such action by counsel of its own choice. Neither Party may settle any patent infringement litigation under this Section 12.7.1 in a manner that admits the invalidity or his receipt of notice unenforceability of the Third other Party’s Patent Rights or Joint Patent Rights or imposes on the other Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in restrictions or obligations or other liabilities, without the defense written consent of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; providedother Party, however, the Indemnifying Party which consent shall not have any indemnification obligation be unreasonably withheld. Notwithstanding the above, with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do soOpt-In Product, the Indemnified Party shall, at its expense, assume Parties shall mutually agree on a common strategy for the defense of any such claim involving alleged infringement of Third Party rights. 12.7.2 If a Third Party sues Genmab or CureVac or any of their Affiliates, distributors or permitted Sublicensees alleging that Genmab’s practice of a right granted by CureVac to Genmab hereunder through the Development, Manufacture and/or Commercialization of any Program Antibody, Program Antibody Combination or Product pursuant to this Agreement infringes or will infringe said Third Party’s Patent Rights, then, upon the defending Party’s request and in connection with the defense of any such Third Party Claim infringement suit, the non-defending Party shall provide reasonable assistance to the defending Party for such defense and/or shall join in any such action if reasonably required by the defending Party in order to defend such claim or to assert all available defenses and regardless claims, and to cooperate reasonably with the defending Party. The defending Party shall not enter into a settlement that imposes a financial obligation upon the non-defending Party or which limits the scope or invalidates any Patent Right of either Party without such Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, and in any settlement the defending Party shall always take into consideration the interest of the outcome of such matter, the Indemnifying non-defending Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any If a Third Party Claim at its asserts that the use or his expense and through counsel application of its the Licensed Intellectual Property in the ALSHER Fields infringes or his own choosing and induces or contributes to control infringement of a patent or other intellectual property right owned by such defense if Third Party (“Third Party Infringement Action”), the Indemnifying Party gives first having notice of a Third Party Infringement Action shall promptly notify the other Party in writing. Such written notice of its or his intention to do so within 15 business days of its or his receipt of notice shall set forth the facts of the Third Party ClaimInfringement Action in reasonable detail. The Indemnified Party ALSHER shall cooperate fully in all reasonable respects in have the first right, but not the obligation, to control the defense of such the Third Party Claim and shall make available Infringement Action in the ALSHER TiO2 Pigment Field at its own expense and, subject to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party remainder of this Section 3.7, shall have the right to elect to settle enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Claim; providedInfringement Action, howeverincluding the right to obtain a license from such Third Party. If ALSHER elects not to assume control of the defense of such action, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party Altairnano shall have consented thereto. The Indemnifying Party the right, but not the obligation, to control such defense at its own expense and, subject to the remainder of this Section 3.7, shall have the right to elect to settle enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Claim Infringement Action, including the right to obtain a license from such Third Party. Altairnano shall have the first right, but not the obligation, to control the defense of the Third Party Infringement Action outside of the ALSHER TiO2 Pigment Field at its own expense and, subject to the remainder of this Section 3.7, shall have the right to enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Infringement Action, including the right to obtain a license from such Third Party. If Altairnano elects not to assume control of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such action, ALSHER shall have the right, but not the obligation, to control such defense at its own expense and, subject to the remainder of this Section 3.7, shall have the right to enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Claim and regardless Infringement Action, including the right to obtain a license from such Third Party. The Party not controlling such defense will have the right to be represented in any such Third Party Infringement Action at its own expense. The Party controlling such defense shall keep the other Party advised of the outcome status of such matterThird Party Infringement Action and shall consider recommendations made by the other Party in respect thereto. The Party not controlling such defense will assist and cooperate in any such Third Party Infringement Action at the defending Party’s reasonable request and expense. If the Party controlling such defense is not the Party against whom such Third Party Infringement Action was originally brought, then the Indemnifying Party's liability hereunder Party controlling such defense shall be limited not agree to the amount settlement of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases action without the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any prior written consent of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationother Party.

Defense and Settlement of Third Party Claims. To the extent a claim for indemnification results from a Third-Party Claim: (i) The Indemnifying Party Person shall have thirty (30) days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such assume the defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Indemnified Person against such Third-Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in In the defense of such Third Party Claim and shall make available to event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense; provided that the Indemnifying Person shall not have the right to assume, direct or control the defense of the Indemnified Person if the Third-Party Claim seeks material non-monetary, equitable or injunctive relief or alleges violation of criminal law or if the Indemnifying Person has failed or is failing to prosecute or defend the Third-Party Claim. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss from and after the date the Indemnifying Person has validly assumed the defense of such claim) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings or the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Party shall not have any indemnification obligation Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Persons with respect to such claim and does not include any monetary payment to any third party required admission of culpability by such settlement unless the Indemnified Persons. (ii) If the Indemnifying Person is not permitted to or elects not to defend the Indemnified Person against such Third-Party shall have consented thereto. The Indemnifying Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, the Indemnified Person shall have the right but not the obligation to elect assume its own defense; it being understood that the Indemnified Person’s right to settle any Third indemnification for a Third-Party Claim subject shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Person shall not (A) settle a Third-Party Claim or (B) make an external communication intended for dissemination or to reach members of the public regarding the settlement of a Third-Party Claim, in each case without the consent of the Indemnified Party; providedIndemnifying Person (which shall not be unreasonably withheld) and, howeverif applicable in the case of clause (A), that if its respective insurer. (iii) Each party shall cooperate with the other in order to ensure the proper and adequate defense of any such Third-Party Claim, including by providing reasonable access to each other’s relevant business records, other documents and employees and by using its reasonable efforts to, and causing the Indemnified Party fails Person and its Affiliates to use their reasonable efforts to, (A) preserve all material evidence relevant to the claim, (B) allow the Indemnifying Person and its advisors to investigate the fact, matter, event or circumstance alleged to give rise to such consent within 15 business days claim and whether and to what extent any amount is payable in respect of being requested such claim, and (C) disclose to do sothe Indemnifying Person and its Representatives all material of which it is aware which relates to the claim and provide, and procure that its Affiliates provide, all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Indemnifying Person or its Representatives may reasonably request, subject to the Indemnifying Person and its advisers agreeing in such form as the Indemnified Party shall, at Person may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question. The Indemnified Person agrees to make its expense, assume employees reasonably available to participate in the defense of such Third any Third-Party Claim and regardless of the outcome of such matter, at the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationPerson’s reasonable expense.

Defense and Settlement of Third Party Claims. The Indemnifying (a) If either (i) any Collaboration Patent becomes the subject of a Third Party’s claim or assertion of invalidity or nullity, or (ii) a declaratory judgment action is brought naming either Party shall have the right (without prejudice to the right as a defendant and alleging invalidity of any Indemnified of the Patent Rights contained in Collaboration Patents, the Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of first having notice of the Third Party Claimclaim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. The Indemnified Party shall cooperate fully Unless the Parties otherwise agree in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified writing, each Party shall have the right to elect defend itself against a suit that names it as a defendant (the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 7.2(a) that admits to settle the invalidity or unenforceability of any Third Patent Right Controlled by the other Party Claim; providedor jointly by the Parties (or otherwise affects the scope, howevervalidity or enforceability of such Patent Right), incurs any financial liability on the part of any other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party without such other Party’s written consent, not to be unreasonably withheld. In any event, the Indemnifying other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense. Additionally, if the Defending Party is not have the Party that Controls the Patent Right in question, then the other Party has the right to join any indemnification obligation with respect such action. (b) If any Collaboration Derived Product Exploited by or under authority of RBNC becomes the subject of a Third Party’s claim or assertion of infringement of a patent relating to any monetary payment the manufacture, use, sale, offer for sale or importation of such Collaboration Derived Product in the CNS Field anywhere in the world, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to any third party required by such settlement unless consider the Indemnifying Party shall have consented theretoclaim or assertion and the appropriate course of action. The Indemnifying Subject to Article 9 (Indemnification), each Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, defend itself against a suit that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, names it as a defendant at its expense. Neither Party shall enter into any settlement of any claim described in this Section 7.2(b) that admits to the invalidity or unenforceability of any Patent Right Controlled by the other Party or jointly by the Parties (or otherwise affects the scope, assume the defense validity or enforceability of such Third Party Claim and regardless Patent Right), incurs any financial liability on the part of the outcome other Party, or requires an admission of liability, wrongdoing or fault on the part of the other Party without such matterother Party’s prior written consent. In any event, the Indemnifying Party's liability hereunder other Party shall be limited to reasonably assist the amount of Party defending a claim, assertion or action in accordance with this Section 7.2(b) and cooperate in any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless litigation at such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute Party’s request and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationexpense.

Defense and Settlement of Third Party Claims. (a) If any third party shall notify any Indemnified Party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other party (the "Indemnifying Party") under this Article IX, then the Indemnified Party shall promptly notify the Indemnifying Party (or, if the claim for indemnification is against the Sellers, the Purchaser shall notify the Seller Representative) thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party or the Seller Representative, as the case may be, shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) The Indemnifying Party shall will have the right (without prejudice to assume the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Claim with counsel of its choice reasonably satisfactory to the Indemnified Party shall cooperate fully in all reasonable respects in at any time within fifteen (15) days after the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have has given notice of the right to elect to settle any Third Party Claim; provided, however, that the Indemnifying Party shall must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 9.4(b) above, the Indemnifying Party will not have consent to the entry of any indemnification obligation judgment or enter into any settlement with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to without the prior written consent of the Indemnified Party; providedParty (not to be withheld unreasonably), unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief or any other Damages upon the Indemnified Party and will not give rise to any increase in any Tax liability of the Purchaser, the Company, or any of their Affiliates. (d) In the event any of the conditions in Section 9.4(b) is or becomes unsatisfied, however, that if (i) the Indemnified Party fails may defend against, and consent to give such consent within 15 business days the entry of being requested any judgment or enter into any settlement with respect to do so, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party shallneed not consult with, at its expenseor obtain any consent from, assume the defense Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of such defending against the Third Party Claim (including attorneys fees and regardless of the outcome of such matterexpenses), (iii) the Indemnifying Party's liability hereunder shall be limited to Party will remain responsible for any adverse consequences the amount of any such proposed settlement. The foregoing provisions notwithstandingIndemnified Party may suffer resulting from, arising out of, relating to, in no event (a) may either Indemnifying Party adjustthe nature of, compromise or settle any caused by the Third Party Claim unless such adjustment, compromise to the fullest extent provided in this Article IX including payment of any judgment or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationsettlement.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have In the right (without prejudice to the right event of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any a Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense Claim, if the Indemnifying Party gives written notice of its or his intention acknowledges that, as between it and the Indemnified Party, it is obligated to do so within 15 business days of its or his receipt of notice of indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall, at its sole option, take control of the defense and investigation of such Third Party Claim and employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense. The Indemnified Party shall (i) cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation and defense of such Third Party Claim and shall make available any appeal arising therefrom, (ii) permit reasonable access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim, and (iii) permit the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have to take copies of such relevant materials, in each case, at the right to elect to settle any Third Party Claim; provided, however, expense of the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless (including the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have direct cost of the right to elect to settle any Third Party Claim subject to the consent relevant personnel of the Indemnified Party); provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shallmay, at its expenseown cost, assume the participate in (but not control) such investigation, trial and defense of such Third Party Claim and regardless any appeal arising therefrom. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non- Monetary Settlement" or a "Qualified Settlement" (as such terms are defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, (i) the Indemnified Party shall thereafter defend the claim on its behalf, and (ii) the Indemnifying Party shall, within five business days following the rejection of the outcome of such matterproposed settlement by the Indemnified Party, pay to the Indemnifying Party's liability hereunder shall be limited to Indemnified Party the amount of any such the proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either after which payment the Indemnifying Party adjust, compromise shall have no further responsibility to defend or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases indemnify the Indemnified Party from all liability, (b) may in connection with the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if Claim. Any settlement or finally determined claim resulting from such adjustmentcontest which is made in accordance with this Section 11.4, compromise or settlement affects together with the absolute and sole right total expenses of Provant or such contest, shall be binding on the Surviving Corporation to own or use any Parties for purposes of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationthis Agreement.

Defense and Settlement of Third Party Claims. The Indemnifying (a) In the event an Indemnified Party becomes aware of a claim by a third party (a “Third-Party Claim”) that such Indemnified Party in good faith believes may result in a Claim by or on behalf of an Indemnified Party, such Indemnified Party shall have the right (without prejudice in its sole discretion to conduct the right defense of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control settle or resolve such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Third-Party Claim. The applicable Indemnified Party shall cooperate fully in all reasonable respects in notify the Securityholder Representative or Parent, as applicable, of any such Third-Party Claim, and the Securityholder Representative (on behalf of the Indemnifying Securityholders) or Parent, as applicable, shall be entitled, at their expense, to participate in, but not to determine or conduct, the defense of such Third Third-Party Claim. The Securityholder Representative or Parent, as applicable, shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to Parent or any Indemnified Party and subject to execution of a standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information. The reasonable costs and expenses incurred or paid by any Indemnified Party in connection with the defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court or arbitration costs) of any such Third-Party Claim, and the reasonable amounts paid or incurred in the settlement or other resolution of any such Third-Party Claim, are recoverable by the Indemnified Party as Losses pursuant to this Section 8.7 regardless of the outcome of such Third-Party Claim, subject to the limitations on recovery in Section 8.4. Any amounts required to be paid or incurred by an Indemnified Party pursuant to the final determination of a Governmental Authority presiding over any such Third-Party Claim shall make be deemed reasonable for purposes of this Section 8.7. (b) Notwithstanding anything contained herein to the contrary, if (A) the Securityholder Representative or Parent, as applicable, fails to notify the Indemnified Party within ten (10) Business Days after receipt of any Claim Notice of a Third-Party Claim that the Securityholder Representative or Parent, as applicable, elects to defend the Indemnified Party pursuant to the terms hereunder, (B) the Securityholder Representative or Parent, as applicable, elects to defend the Indemnified Party pursuant to the terms hereunder but, upon petition by the Indemnified Party, a court of competent jurisdiction rules that the Securityholder Representative or Parent, as applicable, has failed to diligently prosecute or settle the Third-Party Claim, (C) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party or alleges a criminal violation, (D) the Indemnified Party is advised by counsel that if Indemnified Party and the Securityholder Representative or Parent, as applicable, are represented by the same counsel, it would result in a conflict of interest for such counsel or prejudice the prosecution of the defenses available to the Indemnified Party, (E) the amount in dispute exceeds the maximum amount for which an Indemnifying Securityholder could be liable pursuant to this Section 8.7 in light of the limitations on indemnification herein, (F) the Securityholder Representative or Parent, as applicable, does not agree in writing that the Indemnifying Securityholders or Parent, as applicable, is obligated to pay for any Losses arising from or related to such Third-Party Claim (subject to the limitations on indemnification set forth in Section 8.4), or its (G) the Third-Party Claim involves a customer, supplier or his counsel all pertinent information under their control relating thereto. The other material business relationship of the Company, then the Indemnified Party shall have the right to elect to settle any Third Party Claim; provideddefend, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent indemnification obligations of the Indemnified Party; providedIndemnifying Securityholders or Parent, howeveras applicable, that if the Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party fails to give such consent within 15 business days of being requested a final conclusion or settled, subject to do so, the limitations on settlement by the Indemnified Party shallset forth in this Agreement and subject to the other terms, at its expense, assume the defense of such Third Party Claim conditions and regardless limitations of the outcome indemnification obligations of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstandingSecurityholders or Parent, in no event (a) may either Indemnifying Party adjustas applicable, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationunder this Agreement.

Defense and Settlement of Third Party Claims. The In the event of a -------------------------------------------- Third-Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third-Party Claim, then such Indemnifying Party shall have the right option to take control of the defense and investigation of such Third-Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (without prejudice the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if Party. If the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of elects, the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Third-Party Claim and any appeal arising therefrom and shall make available permit reasonable access to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; provided, however, that if the Indemnified Party fails to give may, at its own cost, participate -------- ------- in (but not control) such consent within 15 business days investigation, trial and defense of being requested to do sosuch Third-Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shallshall defend against the Third-Party Claim in the manner it deems appropriate at the sole cost, at its expenserisk and expense of the Indemnifying Party. If any claim arises where Buyer, assume on the one hand, and one or both Selling Shareholders, on the other hand, share responsibility for the Loss, the Parties shall cooperate in all reasonable respects in the conduct of the defense of such Third the claim. The Indemnifying Party may settle a Third-Party Claim upon reasonable prior written notice to the Indemnified Party, and regardless such settlement shall be binding upon all the parties; provided, however, that without the prior written -------- ------- consent of the outcome of such matterIndemnified Party, the Indemnifying Party's liability hereunder shall be limited Party will not consent to the amount entry of any such proposed settlement. The foregoing provisions notwithstanding, in no event judgment or enter into any settlement that (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases provides for non- monetary relief binding on the Indemnified Party from all liability, or (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute does not include an unconditional and sole right of Provant or the Surviving Corporation to own or use any complete release of the Company's assets or (c) may Indemnified Party by the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationclaimant.

Defense and Settlement of Third Party Claims. The Indemnifying Party Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 business days of its or his their receipt of notice of the such Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Sellers (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party Company, MILN and Xxxxx from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant the Company or the Surviving Corporation MILN to own or use any of the Company's any of their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, results of operations, business or prospects of Provant either of the Company, MILN or Xxxxx. To the Surviving Corporationextent that the Indemnified Parties assume the defense of a Third Party Claim pursuant to this Section 6.4, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholder shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his her own expense through counsel of its or his her own choosing) to defend against any Third Party Claim at its or his her expense and through counsel of its or his her own choosing and to control such defense if the Indemnifying Party she gives written notice of its or his her intention to do so within 15 business days of its or his her receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Stockholder or its or his her counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholder shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party she shall have consented thereto. The Indemnifying Party Stockholder shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying PartyStockholder's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholder (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the any Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The In the event of a Third Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall have the right option to take control of the defense and investigation of such Third Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (without prejudice the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if Party. If the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of elects, the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; PROVIDED, HOWEVER, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; PROVIDED, HOWEVER, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim and shall make available on or prior to the Indemnifying Party date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or its or his counsel all pertinent information under their control relating theretofinally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. The Indemnified Party shall have Notwithstanding anything to the right to elect to settle any Third Party Claim; provided, howevercontrary contained in this Section 11.4, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless not, without the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, consent to the entry of any judgment or enter into any settlement that if (a) provides for non-monetary relief binding on the Indemnified Party fails to give such consent within 15 business days or (b) does not include an unconditional and complete release of being requested to do so, the Indemnified Party shallby the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the Indemnifying Party and the Indemnified Party does not consent thereto, at its expensethe Indemnifying Party shall continue to be responsible for the full amount of the costs, assume the defense of expenses and any settlement or judgment with respect to such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationaccordance with this Article 11.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall 49 50 make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of his or its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholder shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his her expense and through counsel of its or his her own choosing and to control such defense if the Indemnifying Party she gives written notice of its or his her intention to do so within 15 business days of its or his her receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Stockholder or its or his her counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholder shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party she shall have consented thereto. The Indemnifying Party Stockholder shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying PartyStockholder's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholder (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against any Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by that no such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, Person shall be required to any proposed settlement that if involves only the Indemnified Party fails to give such consent within 15 business days payment of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, money by the Indemnifying Party's Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability hereunder shall be limited to the amount of any all Indemnified Parties with respect to such claim; such proposed settlement. The foregoing provisions notwithstanding, in settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no event (a) may either Indemnifying Party adjust, compromise injunctive or settle equitable relief is entered against any Third Party Claim unless such adjustment, compromise Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle does not include any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right admission of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationculpability.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholder shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party he gives written notice of its or his intention to do so within 15 business days of its or his their receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its Stockholder or his counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholder shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Stockholder shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying PartyStockholder's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholder (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the any Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party -------------------------------------------- Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 fifteen (15) business days of its or his their receipt of notice of the Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented theretothereto in writing. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 fifteen (15) business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Indemnifying Parties (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party Xxxxx and Xxxxx Indiana from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant Xxxxx or the Surviving Corporation Xxxxx Indiana to own or use any of the Company's any their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial conditioncondition (as defined below), results of operations, business or prospects of Provant Xxxxx or Xxxxx Indiana. To the Surviving Corporationextent that the Indemnified Parties assume the defense of a Third Party Claim, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. The Indemnifying In the event Parent becomes aware of a claim by a third party (a “Third-Party Claim”) that Parent in good faith believes may result in a Claim by or on behalf of an Indemnified Party, Parent shall have the right (without prejudice in its sole discretion to conduct the right defense of such Third-Party Claim. Parent shall notify the Securityholder Representative of any Indemnified such Third-Party Claim, and the Securityholder Representative shall be entitled, on behalf of the Indemnifying Parties, at their expense, to participate at its in, but not to determine or his own expense through counsel conduct, the defense of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Third-Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Securityholder Representative shall have the right to elect to settle any Third Party Claim; providedreceive copies of all pleadings, however, the Indemnifying Party shall not have any indemnification obligation notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents does not affect any monetary payment privilege relating to Parent or any Indemnified Party and subject to execution by the Securityholder Representative of Parent’s standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information. Except with the consent of the Securityholder Representative (which shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed to have been given unless the Securityholder Representative shall have objected within ten (10) Business Days after a written request for such consent by Parent), the amount paid or payable in the settlement or other resolution of any such Third-Party Claim shall not be determinative of the existence of or amount of Losses or whether an Indemnified Party is entitled to indemnification pursuant to this Article 8 relating to such matter. In the event that the Securityholder Representative has consented to any third party required by such settlement unless or other resolution, then such settlement or other resolution shall be binding on the Securityholder Representative and the Indemnifying Parties, and neither the Securityholder Representative nor any Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right any power or authority to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited object to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise claim by or settle on behalf of any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may against the Company Indemnity Escrow Fund or directly against the Indemnifying Party adjust, compromise Parties for indemnity with respect to such settlement or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationother resolution.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have In the right (without prejudice to the right event of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any a Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense Claim, if the Indemnifying Party gives written notice of its or his intention acknowledges that, as between it and the Indemnified Party, it is obligated to do so within 15 business days of its or his receipt of notice of indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall, at its sole option, take control of the defense and investigation of such Third Party Claim and employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense. The Indemnified Party shall (i) cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation and defense of such Third Party Claim and shall make available any appeal arising therefrom, (ii) permit reasonable access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim, and (iii) permit the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have to take copies of such relevant materials, in each case, at the right to elect to settle any Third Party Claim; provided, however, expense of the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless (including the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have direct cost of the right to elect to settle any Third Party Claim subject to the consent relevant personnel of the Indemnified Party); providedPROVIDED, howeverHOWEVER, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shallmay, at its expenseown cost, assume the participate in (but not control) such investigation, trial and defense of such Third Party Claim and regardless any appeal arising therefrom. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; PROVIDED, HOWEVER, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" or a "Qualified Settlement" (as such terms are defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, (i) the Indemnified Party shall thereafter defend the claim on its behalf, and (ii) the Indemnifying Party shall, within five business days following the rejection of the outcome proposed settlement by the Indemnified Party, pay to the Indemnified Party the amount of the proposed settlement, after which payment the Indemnifying Party shall have no 66 further responsibility to defend or indemnify the Indemnified Party in connection with the Third Party Claim. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such mattercontest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party's liability hereunder shall be limited , consent to the amount entry of any such proposed settlement. The foregoing provisions notwithstanding, in no event judgment or enter into any settlement that (a) may either provides for non-monetary relief binding on the Indemnified Party (a "Non-Monetary Settlement") or (b) does not include an unconditional and complete release of the Indemnified Party by the claimant (a "Qualified Settlement"). In the event that a Non-Monetary Settlement or a Qualified Settlement is proposed by the Indemnifying Party adjustand the Indemnified Party does not consent thereto, compromise or settle any the Indemnifying Party shall continue to defend the Third Party Claim unless such adjustment, compromise or settlement unconditionally releases and be responsible for the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any full amount of the Company's assets costs, expenses and any settlement or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationjudgment with respect thereto in accordance with this Article 11.

Defense and Settlement of Third Party Claims. The Indemnifying Party FHI shall have control the right (without prejudice to the right defense of any Indemnified suits, actions or claims by a Third Party alleging infringement of a Third Party's Patent rights by the manufacture, use, sale, offer for sale, export and/or import by FHI, its Affiliates or Sublicensees of a Licensed Compound and/or Licensed Product. If the basis for such claim of infringement arises from or involves any Licensed Technology, data and/or any Information provided to participate at its FHI by CVT or his own expense through counsel of its developed by CVT or his own choosing) otherwise generated by either Party in connection with the Collaboration pursuant to defend against this Agreement, the Parties shall share all costs, expenses, fees, charges, monies and/or royalties (collectively "Costs"), paid in connection with any such suits, actions or claims or to any Third Party Claim at its in past or his expense prospective settlement as follows: [ * ] of all Costs to be paid by FHI and through counsel [ * ] of its or his own choosing and all Costs to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required be paid by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyCVT; provided, however, that if such Costs to be shared hereunder shall not include any costs, expenses or other amounts included or includible under the Indemnified Party fails to give such consent within 15 business days royalty offset provisions of being requested to do soSection 5.8 above. Without limiting the generality of the foregoing, the Indemnified Party shallParties shall also share in the same fashion [ * ]any [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, at its expenseMARKED BY BRACKETS, assume HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24-b2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. and all Costs (subject to the defense foregoing proviso) in the event a suit, action or claim brought by [ * ] alleges that the practice of any of the Licensed Patents infringes any of [ * ] Patent rights. The Parties will reasonably cooperate with one another with respect to any such Third Party Claim and regardless of the outcome of such mattersuits, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise actions or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationclaims.

Defense and Settlement of Third Party Claims. (a) The Indemnifying Party shall Indemnitor will have thirty (30) days from the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any date on which such Indemnitor receives a Third Party Claim at to notify the Indemnitee (i) whether or not the Indemnitor disputes its liability to the Indemnitee with respect to such claim, and (ii) whether or his expense and through counsel of its or his own choosing and not the Indemnitor desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense or prosecution of such Third Party Claim and shall make available any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”); provided that the Indemnitor may assume such defense only if it first acknowledges to the Indemnifying Party Indemnitee in writing that such Indemnitor is fully responsible for all Liabilities relating to, or its Losses arising from or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; providedrelated to, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless that it will provide full indemnification to the Indemnitee with respect to the action or other claim giving rise to such Third Party Claim in accordance with this Article 6. If the Indemnitor assumes the Third Party Defense in accordance herewith, (I) the Indemnitee may retain separate co-counsel at its sole cost and expense (unless a conflict of interest exists between the interests of the outcome Indemnitor and the Indemnitee that requires representation by separate counsel) and participate in the defense of such matterthe Third Party Claim, but the Indemnifying Party's liability hereunder Indemnitor shall be limited control the investigation, defense and settlement thereof and in no event shall the fees or expenses of the Indemnitee constitute “Losses”; (II) the Indemnitee shall not consent to the amount entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor; and (III) the Indemnitor shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed, unless (x) the judgment or settlement provides solely for the payment of money, (y) the Indemnitor makes such payment in full pursuant to the terms hereof, and (z) the applicable Indemnitee receive a full, unconditional release with respect to such Third Party Claim. (b) The Indemnitee and the Indemnitor shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such claim and furnishing, without expense to the Indemnitor, management employees of the Indemnitee as may be reasonably necessary for the preparation of the defense of any such proposed settlement. The foregoing provisions notwithstandingclaim or for testimony as witness in any proceeding relating to such claim; provided, that no Person shall be required to disclose any information to any other Person if such disclosure would be reasonably likely to, based on advice of legal counsel, (x) jeopardize any attorney-client or other legal privilege or (y) contravene any Law or Contract; provided that, in no event each such case, the Indemnitee and the Indemnitor shall cooperate in good faith to enable access to such information. Notwithstanding anything herein to the contrary, the Indemnitor shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee if (ai) may either Indemnifying Party adjust, compromise or settle any the Third Party Claim unless such adjustmentrelates to or arises in connection with any criminal proceeding or investigation or the claim, compromise based on the remedy being sought would be reasonably likely to result in criminal Liability to an Indemnitee or settlement unconditionally releases is brought by a Governmental Entity; (ii) the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if primarily seeks an injunction or other equitable relief against the Indemnitee; (iii) the Indemnitee reasonably believes that the Indemnitor failed or is failing to vigorously prosecute or defend such adjustmentclaim; (iv) the Indemnitee reasonably believes that the Loss relating to such claim could exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of this Article 6, compromise or settlement affects the absolute net of any and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.all unresolved claims; or

Defense and Settlement of Third Party Claims. The In the event of a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall have the right option to take control of the defense and investigation of such Third Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (without prejudice the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if Party. If the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of elects, the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; provided, however, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim and shall make available on or prior to the Indemnifying Party date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or its or his counsel all pertinent information under their control relating theretofinally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. The Indemnified Party shall have Notwithstanding anything to the right to elect to settle any Third Party Claim; provided, howevercontrary contained in this Section 11.4, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless not, without the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, consent to the entry of any judgment or enter into any settlement that if (a) provides for non-monetary relief binding on the Indemnified Party fails to give such consent within 15 business days or (b) does not include an unconditional and complete release of being requested to do so, the Indemnified Party shallby the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the 57 Indemnifying Party and the Indemnified Party does not consent thereto, at its expensethe Indemnifying Party shall continue to be responsible for the full amount of the costs, assume the defense of expenses and any settlement or judgment with respect to such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationaccordance with this Article 11.

Defense and Settlement of Third Party Claims. The An Indemnifying Party shall have the right (without prejudice to the right of any an Indemnified Party to participate at his or its or his own expense through counsel of his or its or his own choosing) to defend against any Third Party Claim at his or its or his expense and through counsel of his or its or his own choosing and to control such defense if the Indemnifying Party he or it gives written notice of his or its or his intention to do so within 15 business days of his or its or his receipt of notice a Claim Notice of the such Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or his or its or his counsel all pertinent information under their its or his control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented in writing thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld; provided, however, that if the Indemnified Party fails to give such written consent within 15 business days of being requested to do so, the Indemnified Party shall, at its or his expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party -------------------------------------------- Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing that is reasonably acceptable to the Indemnified Parties, and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 fifteen (15) business days of its or his their receipt of notice of the Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented theretothereto in writing. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 fifteen (15) business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Indemnifying Parties (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases Xxxxx and the Indemnified Party Acquisition Sub from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant Xxxxx or the Surviving Corporation Acquisition Sub to own or use any of the Company's any their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial conditioncondition (as defined below), results of operations, business or prospects of Provant Xxxxx or the Surviving CorporationAcquisition Sub. To the extent that the Indemnified Parties assume the defense of a Third Party Claim, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. (a) If any third party shall notify any Indemnified Party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other party (the "Indemnifying Party") under this Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) The Indemnifying Party shall will have the right (without prejudice to assume the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Claim with counsel of its choice reasonably satisfactory to the Indemnified Party shall cooperate fully in all reasonable respects in at any time within fifteen (15) days after the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have has given notice of the right to elect to settle any Third Party Claim; provided, however, that the Indemnifying Party shall must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 8.4(b) above, the Indemnifying Party will not have consent to the entry of any indemnification obligation judgment or enter into any settlement with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to without the prior written consent of the Indemnified Party; providedParty (not to be withheld unreasonably), unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief or any other Damages upon the Indemnified Party and will not give rise to any increase in any Tax liability of Purchaser, the Company, the Sellers or any of their Affiliates. (d) In the event any of the conditions in Section 8.4(b) is or becomes unsatisfied, however, that if (i) the Indemnified Party fails may defend against, and consent to give such consent within 15 business days the entry of being requested any judgment or enter into any settlement with respect to do so, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party shallneed not consult with, at its expenseor obtain any consent from, assume the defense Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of such defending against the Third Party Claim (including attorneys fees and regardless of the outcome of such matterexpenses), (iii) the Indemnifying Party's liability hereunder shall be limited to Party will remain responsible for any adverse consequences the amount of any such proposed settlement. The foregoing provisions notwithstandingIndemnified Party may suffer resulting from, arising out of, relating to, in no event (a) may either Indemnifying Party adjustthe nature of, compromise or settle any caused by the Third Party Claim unless such adjustment, compromise to the fullest extent provided in this Article VIII including payment of any judgment or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationsettlement.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholders shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 business days of its or his their receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Stockholders or its or his their counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholders shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Stockholders shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Stockholders' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholders (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. (a) The Indemnifying Party shall will have the right (without prejudice to assume the right defense of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through with counsel of its or his own choosing and choice reasonably satisfactory to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in at any time within thirty (30) days after the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have has delivered the right to elect to settle any Claim Notice for the Third Party Claim; provided, however, that the Indemnifying Party shall must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (b) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 8.6(a) above, the Indemnifying Party will not have consent to the entry of any indemnification obligation judgment or enter into any settlement with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to without the prior written consent of the Indemnified Party; providedParty (not to be withheld unreasonably), however, that if unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief or any other Losses upon the Indemnified Party fails and will not give rise to give such consent within 15 business days any increase in any Tax liability of being requested to do sothe Parent, the Company, or any of their Affiliates. (c) In the event any of the conditions in Section 8.6(a) is or becomes unsatisfied, (i) the Indemnified Party shallmay defend against, at its expense, assume and consent to the defense entry of such any judgment or enter into any settlement with respect to the Third Party Claim in any manner it reasonably may deem appropriate (and regardless of the outcome of such matterIndemnified Party need not consult with, or obtain any consent from, the Indemnifying Party's liability hereunder shall be limited to Party in connection therewith), (ii) the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim unless such adjustment(including attorneys fees and expenses), compromise or settlement unconditionally releases (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party from all liabilitymay suffer resulting from, (b) may arising out of, relating to, in the Company Indemnifying Party adjustnature of, compromise or settle any caused by the Third Party Claim if such adjustment, compromise to the fullest extent provided in this Article VIII including payment of any judgment or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationsettlement.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at his or its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at his or its or his expense and through counsel of his or its or his own choosing and to control such defense if the Indemnifying Party he or it gives written notice of his or its or his intention to do so within 15 business days of his or its or his receipt of notice of the such Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or his or its or his counsel all pertinent information under their control relating thereto. The Any Indemnified Party shall have the right to elect to settle any Third Party ClaimClaim for which it has asserted a timely Claim against an Indemnifying Party; provided, however, that the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party it or he or she shall have consented thereto. The An Indemnifying Party shall have the right to elect to settle any Third Party Claim with respect to which an Indemnified Party has asserted a timely Claim, subject to the consent of the Indemnified Party; providedPROVIDED, howeverHOWEVER, that if the Indemnified Party fails to give no such consent is given within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Indemnified Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, (a) in no event (a) may either an Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party Parties from all liability, and (b) may in no event shall the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would (in the sole judgment of the Indemnified Party) materially impair the financial condition, business or prospects of one of the Indemnified Parties. In addition, the Indemnifying Party may not adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation Indemnified Parties to own or use any of operate the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationBusiness.

Defense and Settlement of Third Party Claims. The Except as otherwise provided in Section 8.3: (a) In the event of a Third Party Claim, the Indemnifying Party shall have the right option to take control of the defense and investigation of such Third Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party’s sole cost, risk and expense (without prejudice the “Direct Litigation Option”). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if Party. If the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of elects, the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall make available permit access to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of the Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shallmay, at its expenseown cost, assume the participate in (but not control) such investigation, trial and defense of such Third Party Claim and regardless any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. (b) The Indemnified Party (or the Indemnifying Party if it has exercised the Direct Litigation Option) shall not settle, adjust or compromise the Third Party Claim except with the prior consent of the outcome of such matterIndemnifying Party (or the Indemnified Party), the Indemnifying Party's liability hereunder which consent shall not be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in unreasonably withheld. (c) In no event (a) may either Indemnifying shall a Party adjustmake any admission of liability or enter into any settlement, adjustment or compromise or settle of any Third Party Claim unless without the prior written consent of the other Party, if as a result of such adjustmentadmission, settlement, adjustment or compromise an injunction or settlement unconditionally releases other non-monetary relief would be imposed against the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationParty.

Defense and Settlement of Third Party Claims. (a) If any third party shall notify any Indemnified Party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other party (the "Indemnifying Party") under this Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) The Indemnifying Party shall will have the right (without prejudice to assume the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Claim with counsel of its choice reasonably satisfactory to the Indemnified Party shall cooperate fully in all reasonable respects in at any time within fifteen (15) days after the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have has given notice of the right to elect to settle any Third Party Claim; provided, however, that the Indemnifying Party shall must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 8.4(b) above, the Indemnifying Party will not have consent to the entry of any indemnification obligation judgment or enter into any settlement with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to without the prior written consent of the Indemnified Party; providedParty (not to be withheld unreasonably), unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief or any other Damages upon the Indemnified Party and will not give rise to any increase in any Tax liability of Purchaser, the Company, or any of their Affiliates. (d) In the event any of the conditions in Section 8.4(b) is or becomes unsatisfied, however, that if (i) the Indemnified Party fails may defend against, and consent to give such consent within 15 business days the entry of being requested any judgment or enter into any settlement with respect to do so, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party shallneed not consult with, at its expenseor obtain any consent from, assume the defense Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of such defending against the Third Party Claim (including attorneys fees and regardless of the outcome of such matterexpenses), (iii) the Indemnifying Party's liability hereunder shall be limited to Party will remain responsible for any adverse consequences the amount of any such proposed settlement. The foregoing provisions notwithstandingIndemnified Party may suffer resulting from, arising out of, relating to, in no event (a) may either Indemnifying Party adjustthe nature of, compromise or settle any caused by the Third Party Claim unless such adjustment, compromise to the fullest extent provided in this Article VIII including payment of any judgment or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationsettlement.

Defense and Settlement of Third Party Claims. (i) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against any Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Party shall not have any indemnification obligation Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any monetary payment to Indemnified Person; no injunctive or equitable is entered against any third party required by such Indemnified Person; that the proposed settlement unless contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability. (ii) If the Indemnifying Person elects not to defend the Indemnified Person against such Third-Party shall have consented thereto. The Indemnifying Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, the Indemnified Person shall have the right but not the obligation to elect assume its own defense; it being understood that the Indemnified Person’s right to settle any Third indemnification for a Third-Party Claim subject to shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Person shall not settle a Third-Party Claim without the consent of the Indemnified Party; providedIndemnifying Person and, howeverif applicable, that if its respective insurer. (iii) Each Party shall cooperate, and shall cause its respective Representatives and Subsidiaries to corporate, with the Indemnified Party fails other in order to give such consent within 15 business days of being requested to do so, ensure the Indemnified Party shall, at its expense, assume the proper and adequate defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlementThird-Party Claim, including by providing access to relevant business records, other documents and employees. The foregoing provisions notwithstandingEach Party shall use reasonable best efforts to avoid production of confidential information (consistent with Applicable Law), in no event (a) may either Indemnifying Party adjustand to cause all communications among employees, compromise or settle counsel and other Persons representing any Third party to such Third-Party Claim unless such adjustment, compromise to be made so as to preserve any applicable attorney-client or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationwork-product privilege.

Defense and Settlement of Third Party Claims. The Indemnifying Party Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 business days of its or his their receipt of notice of the Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Sellers (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party MILN, ILN and Xxxxx from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant MILN, ILN or the Surviving Corporation Xxxxx to own or use any of the Company's any their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, results of operations, business or prospects of Provant MILN or Xxxxx. To the Surviving Corporationextent that the Indemnified Parties assume the defense of a Third Party Claim pursuant, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. The Indemnifying Party -------------------------------------------- shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either an Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company an Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation Parent to own or use any of the CompanyLitronic's or Pulsar's assets or (c) may the Company an Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationParent.

Defense and Settlement of Third Party Claims. (i) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against the Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against any Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Party shall not have any indemnification obligation Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any monetary payment to Indemnified Person; no injunctive or equitable is entered against any third party required by such Indemnified Person; that the proposed settlement unless contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability. (i) If the Indemnifying Person elects not to defend the Indemnified Person against such Third-Party shall have consented thereto. The Indemnifying Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, the Indemnified Person shall have the right but not the obligation to elect assume its own defense; it being understood that the Indemnified Person’s right to settle any Third indemnification for a Third-Party Claim subject to shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Person shall not settle a Third-Party Claim without the consent of the Indemnified Party; providedIndemnifying Person and, howeverif applicable, that if its respective insurer. (ii) Each Party shall cooperate, and shall cause its respective Representatives and Subsidiaries to corporate, with the Indemnified Party fails other in order to give such consent within 15 business days of being requested to do so, ensure the Indemnified Party shall, at its expense, assume the proper and adequate defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlementThird-Party Claim, including by providing access to relevant business records, other documents and employees. The foregoing provisions notwithstandingEach Party shall use reasonable best efforts to avoid production of confidential information (consistent with Applicable Law), in no event (a) may either Indemnifying Party adjustand to cause all communications among employees, compromise or settle counsel and other Persons representing any Third party to such Third-Party Claim unless such adjustment, compromise to be made so as to preserve any applicable attorney-client or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationwork-product privilege.

Defense and Settlement of Third Party Claims. The Indemnifying From and after the Effective Date, if a Third Party shall asserts that a Patent or other right owned by it is infringed by the Exploitation of any Licensed Compound or Licensed Product in the Field (a) in the EQRx Territory, EQRx will have the right (without prejudice to first right, but not the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) obligation, to defend against any Third such assertions at EQRx’s sole cost and (b) in the Hansoh Territory, Hansoh will have the sole right, but not the obligation, to defend against any such assertions at Hansoh’s sole cost; provided that if EQRx decides not to defend against any such assertions in the EQRx Territory, then EQRx will provide [***] prior written notice to Hansoh of such intention and Hansoh will thereupon have the option to assume the control and direction of such defense at [***] (the applicable defending Party, the “Defending Party”). The other Party Claim or any of its Affiliates will assist the Defending Party and cooperate in any such litigation, including joining such litigation, at the Defending Party’s request, and the Defending Party will reimburse the other Party for any reasonable, documented out-of-pocket costs incurred in connection therewith. The other Party may join any defense at its sole discretion pursuant to this Section 10.3, with its own counsel, [***] The Defending Party or his expense and through counsel any of its Affiliates may settle or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available consent to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have entry of any judgment in any enforcement action hereunder without the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified other Party’s prior consent; provided, however, that if any such settlement or consent judgment shall not, without the Indemnified prior written consent of the other Party fails to give (such consent within 15 business days not to be unreasonably withheld, conditioned or delayed), [***] Each Party will give the other Party prompt written notice of being requested to do so, the Indemnified any allegation by any Third Party shall, at its expense, assume the defense of that a Patent or other right owned by such Third Party Claim and regardless of is infringed by the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount Exploitation of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise Licensed Compound or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationLicensed Product.

Defense and Settlement of Third Party Claims. The Indemnifying (a) In the event of a Third Party Claim, Indemnitor shall have the right (without prejudice option to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to take control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the defense and investigation of such Third Party Claim, and to employ and engage lawyers of its own choice to handle and defend the same, at Indemnitor’s sole cost, risk and expense (the “Direct Litigation Option”). The Indemnified Party Indemnitor may elect to exercise the Direct Litigation Option by giving prior written notice to Indemnitee. If Indemnitor elects to exercise the Direct Litigation Option, Indemnitee shall cooperate fully in all reasonable respects with Indemnitor and such lawyers in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall make available permit access to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect personnel of Indemnitee and to any monetary payment relevant books, records and documents within the possession or control of Indemnitee in connection with such claim and shall permit Indemnitor to any third party required by make copies of such settlement unless relevant materials at the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent expense of the Indemnified PartyIndemnitor; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shallIndemnitee may, at its own cost and expense, assume the participate in (but not control) such investigation, trial and defense of such Third Party Claim and regardless of any appeal arising therefrom; provided however, that if Indemnitee is advised by counsel in writing that Indemnitor and Indemnitee may have materially conflicting interests or different defenses available with respect to the outcome of such matterThird Party Claim, the Indemnifying Party's liability hereunder reasonable fees and expenses of one counsel to Indemnitee shall be limited to considered “Losses” for purposes of this Agreement. If Indemnitor does not elect the amount Direct Litigation Option, then Indemnitee shall defend against the Third Party Claim in the manner it deems appropriate. (b) Indemnitee (or Indemnitor if it has exercised the Direct Litigation Option) shall not settle, adjust, or compromise the Third Party Claim except with the prior consent of any such proposed settlement. The foregoing provisions notwithstandingIndemnitor (or Indemnitee, in as the case may be), which consent shall not be unreasonably withheld. (c) In no event (a) may either Indemnifying shall a Party adjust, make any admission of liability or enter into any settlement adjustment or compromise or settle of any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases without the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any prior written consent of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim whichother Party, if adversely determinedas a result of such admission, settlement, adjustment or compromise an injunction or other non-monetary relief would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationbe imposed against a Party.