Common use of Defense of Claims Clause in Contracts

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefor.

Defense of Claims. In case connection with any such action claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding is brought against an indemnified party, except as provided for in the next sentenceIndemnitee by a person that is not a party hereto, the indemnifying party Indemnifying Party shall be entitled (unless such Indemnitee elects not to participate therein and seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense thereof, jointly with of any other indemnifying party, with such claim or proceeding. The Indemnifying Party shall select counsel reasonably satisfactory acceptable to such indemnified partyIndemnitee to conduct the defense of such claim or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has, after written notice, failed or refused to acknowledge responsibility for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4. If the Indemnifying Party fails to discharge or undertake to defend against such liability, upon receipt of written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party Indemnitee of such counselfailure, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Indemnifying Party shall have the right Defense Cure Period to assume or continue its own defense cure such failure by prosecuting such a defense. If the Indemnifying Party fails to do so within the Defense Cure Period, then the Indemnitee may settle the same and the indemnifying party Indemnifying Party’s liability to the Indemnitee shall be liable for any fees conclusively established by such settlement provided that such settlement is entered into on commercially reasonable terms and conditions, the amount of such liability to include both the settlement consideration and the costs and expenses therefor(including attorneys’ fees) incurred by the Indemnitee in effecting such settlement.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days and so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, with counsel reasonably satisfactory to risk and expense, and such indemnified partyParty shall cooperate in all reasonable respects, and after notice from at the indemnifying party Party's sole cost, risk and expense, except with respect to such the fees and expenses of the indemnified party of its election so to assume the defense thereof and approval Party's attorney, which shall be borne by the indemnified party Party, with the indemnifying Party and such attorneys in the investigation, trial, and defense of such counsellawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party Party's consent, which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party Party a Notice of Election within ten (10) days after delivery of the Notice of Action, the indemnified Party may, but shall not be obligated to defend, provided that in no circumstance shall the indemnifying party will have the financial resources to defend against indemnified Party compromise or settle the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) other matter on behalf or for the account of the indemnifying party fails to defend diligently Party without the action or proceeding within 10 days after receiving notice consent of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably Party, which shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall not be liable for any fees and expenses thereforunreasonably withheld.

Defense of Claims. In case If any Action is filed or initiated against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within ten (10) days after the service of the citation or summons); provided, however, that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such action or proceeding is brought against an indemnified partyfailure. After such notice, except as provided for in the next sentence, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such Action, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such Action and to employ and engage attorneys of its own choice to handle and defend against the claim or proceeding same, such attorneys to be reasonably satisfactory to the indemnified party, at the indemnifying party’s cost, risk and fulfill its indemnification obligations hereunder, expense (iiiunless (i) the indemnifying party fails has failed to defend diligently assume the action or proceeding within 10 days after receiving notice defense of such failure from Action or (ii) the named parties to such Action include both of the indemnifying party and the indemnified party; (iv) such , and the indemnified party reasonably shall have concluded (upon advice of and its counsel) counsel determine in good faith that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party and that joint representation would be inappropriate), and to compromise or settle such Action, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. The indemnified party may withhold such consent if such compromise or settlement would adversely affect the conduct of business or requires less than an unconditional release to be obtained. If (i) the indemnifying party fails to assume the defense of such Action within fifteen (15) days after receipt of notice thereof pursuant to this Section 8.2, or not available to, (ii) the named parties to such Action include both the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, and the indemnified party and the indemnified party and its counsel determine in good faith that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such caseand that joint representation would be inappropriate, the indemnified party shall against which such Action has been filed or initiated will (upon delivering notice to such effect to the indemnifying party) have the right to assume undertake, at the indemnifying party’s cost and expense, the defense, compromise or continue its own settlement of such Action on behalf of and for the account and risk of the indemnifying party; provided, however, that such Action or Proceeding shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes defense of the Action, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement and will consult with, when appropriate, and consider any reasonable advice from, the indemnifying party of any such defense, compromise or settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and in accordance with this Section 8.2 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any Damages by reason of such settlement or judgment. Regardless of whether the indemnifying party or the indemnified party takes up the defense, the indemnifying party will pay reasonable costs and expenses thereforin connection with the defense, compromise or settlement for any Action or Proceeding under this Section 8.2. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom. The indemnifying party shall pay all expenses due under this Section 8.2 as such expenses become due. In the event such expenses are not so paid, the indemnified party shall be entitled to settle any Action under this Section 8.2 without the consent of the indemnifying party and without waiving any rights the indemnified party may have against the indemnifying party.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days and so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from at the indemnifying party to such indemnified party of its election so to assume the defense thereof Party's sole cost, risk and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigationexpense, and the indemnified party Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense (except with respect to the fees and expenses of the indemnified Party's attorney, which shall be entitled to borne by the indemnified Party) with the indemnifying Party and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense at its own expenseof such lawsuit or action and any appeal arising therefrom. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice Notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable Election is delivered to the indemnified party that Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party will have Party's consent, which consent shall not be unreasonably withheld. If the financial resources indemnifying Party elects not to defend against the claim of the indemnified Party or does not deliver to the indemnified Party a Notice of Election within ten (10) days after delivery of the Notice of Action, the indemnified Party may, but shall not be obligated to, defend, compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, thereof other than costs of investigation, investigation and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 15 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, to the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefor.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice and an estimated amount of Damages shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates to the indemnifying Party that the amount of Damages the indemnified Party is entitled to recover has not increased by its failure to so notify the indemnifying Party within ten (10) days and so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from at the indemnifying party to such indemnified party of its election so to assume the defense thereof Party's sole cost, risk and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigationexpense, and the indemnified party Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense (except with respect to the fees and expenses of the indemnified Party's attorney, which shall be entitled to borne by the indemnified Party) with the indemnifying Party and such attorneys in the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense at its own expenseof such lawsuit or action and any appeal arising therefrom. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice Notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable Election is delivered to the indemnified party that Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party will have Party's consent, which consent shall not be unreasonably withheld. If the financial resources indemnifying Party elects not to defend against the claim of the indemnified Party or does not deliver to the indemnified Party a Notice of Election within ten (10) days after delivery of the Notice of Action, the indemnified Party may, but shall not be obligated to, defend, compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days and so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, with counsel reasonably satisfactory to risk and expense, and such indemnified partyParty shall cooperate in all reasonable respects, and after notice from at the indemnifying party Party's sole cost, risk and expense (except with respect to such the fees and expenses of the indemnified party of its election so to assume the defense thereof and approval Party's attorney, which shall be borne by the indemnified party Party) with the indemnifying Party and such attorneys in the investigation, trial, and defense of such counsellawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party Party's consent, which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources to defend against indemnified Party may, but shall not be obligated to, defend, compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the indemnifying Party within the applicable survival period as provided in Section 8(a) of this Agreement. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this (S) 8(b) to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with counsel reasonably satisfactory to the indemnifying Party and such indemnified partyattorneys in the investigation, trial, and after notice from defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources indemnified Party may, but shall not be obligated to defend against defend, or the indemnified Party may compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case If any Proceeding is filed or initiated against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within ten (10) days after the service of the citation or summons); provided, however, that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party has been materially prejudiced by such action or proceeding is brought against an indemnified partyfailure to give timely notice. After such notice, except as provided for in the next sentence, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such Proceeding, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such Proceeding and to employ and engage attorneys of its own choice to handle and defend against the claim or proceeding same, such attorneys to be reasonably satisfactory to the indemnified party, at the indemnifying party's cost, risk and fulfill its indemnification obligations hereunder, expense (iiiunless (i) the indemnifying party fails has failed to defend diligently assume the action or proceeding within 10 days after receiving notice defense of such failure from Proceeding or (ii) the named parties to such Proceeding include both of the indemnifying party and the indemnified party; (iv) such , and the indemnified party reasonably shall have concluded (upon advice of and its counsel) counsel determine in good faith that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party and that joint representation would be inappropriate), and to compromise or settle such Proceeding, which compromise or settlement shall be made only with the written consent of the indemnified party; or (v) , such consent not to be unreasonably withheld. The indemnified party may withhold such consent if such indemnified party reasonably shall have concluded (upon advice compromise or settlement would materially adversely affect the conduct of its counsel) that, with respect to such claimsbusiness. Notwithstanding the foregoing, the indemnified party and may not withhold consent if such compromise or settlement includes an unconditional release of claims against the indemnified party. If (i) the indemnifying party may have different, conflictingfails to assume the defense of such Proceeding within fifteen (15) days after receipt of notice thereof pursuant to this Section 8.2, or adverse legal positions or interests then, in any (ii) the named parties to such case, the indemnified party shall have the right to assume or continue its own defense and Proceeding include both the indemnifying party shall be liable for any fees and expenses therefor.the

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days and so long as the indemnifying Party is not materially prejudiced by the failure to receive such notice. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 7.1 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, with counsel reasonably satisfactory to risk and expense, and such indemnified partyParty shall cooperate in all reasonable respects, and after notice from at the indemnifying party Party's sole cost, risk and expense, except with respect to such the fees and expenses of the indemnified party of its election so to assume the defense thereof and approval Party's attorney, which shall be borne by the indemnified party Party, with the indemnifying Party and such attorneys in the investigation, trial, and defense of such counsellawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party Party's consent, which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources indemnified Party may, but shall not be obligated to defend against defend, or the indemnified Party may compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case If any claim is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such claim in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 8(b) to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with counsel reasonably satisfactory to the indemnifying Party and such indemnified partyattorneys in the investigation, trial, and after notice from defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources indemnified Party may, but shall not be obligated to defend against defend, or the indemnified Party may compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the indemnifying Party within ten (10) days after the applicable survival period as provided in SECTION 7(A) of this Agreement. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this SECTION 7(B) to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with counsel reasonably satisfactory to the indemnifying Party and such indemnified partyattorneys in the investigation, trial, and after notice from defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources indemnified Party may, but shall not be obligated to defend against defend, or the indemnified Party may compromise or settle (exercising reasonable business -30- judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought to be ----------------- made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.5. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; , and (3) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within fifteen (v15) if such indemnified party reasonably shall have concluded (upon advice calendar days after receipt of its counsel) that, with respect to such claimsthe Claim Notice, the indemnified party and against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party may have different, conflicting, or adverse legal positions or interests then, in any such caseassumes the defense of the claim, the indemnified party shall have will keep the right to assume indemnifying party reasonably informed of the progress of any such defense, compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.5 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case If a claim for Damages (a “Claim”) is made by a party entitled to Indemnification or Set Off Rights hereunder against the Indemnifying Party, the party claiming such indemnification or Set Off Rights shall give written notice (a “Claim Notice”) to the other Party (the (“Indemnifying Party”) as soon as practicable after the party entitled to indemnification or Set Off Rights (the “Indemnified Party”) becomes aware of any fact, condition or event which may give rise to Damages for which indemnification or Set Off Rights may be sought under this Section 9.14. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity or Set Off Rights hereunder, the Claim Notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification or Set Off Rights hereunder, except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity or Set Off Rights hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party’s cost, risk and expense unless the named parties to such action or proceeding is brought against an indemnified party, except as provided for in include both the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, Indemnifying Party and the indemnified party shall be entitled to participate Indemnified Party and the Indemnified Party has been advised in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused writing by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which Indemnified Party that are different than from or additional to those available toto the Indemnifying Party, and (3) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not available toto be unreasonably withheld. If the Indemnifying Party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim Notice, the indemnifying party; or (v) if Indemnified Party against which such indemnified party reasonably shall have concluded claim has been asserted will (upon advice of its counsel) that, with respect delivering notice to such claims, effect to the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall Indemnifying Party) have the right to assume undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or continue its own settlement of such claim on behalf of and for the account and risk of the Indemnifying Party. In the event the Indemnified Party assumes the defense and of the indemnifying party claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 9.14 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Purchaser Indemnified Party or any Seller Indemnified Party (hereinafter referred to as an "Indemnified Party"), written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification to which the Indemnified Party is entitled hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten days after the service of the citation or summons); provided that the failure of any Indemnified Party to give timely notice shall not affect such Indemnified Party's rights to indemnification hereunder to the extent that the Indemnified Party demonstrates that the amount the Indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten days. After such notice, if the indemnifying Party elects to compromise or defend any such asserted liability and to perform its obligations under this SECTION 7.1, then the indemnifying Party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action or proceeding is brought against an indemnified partyand to employ and engage attorneys of its own choice to handle and defend the same, except as provided for at the indemnifying Party's sole cost, risk and expense, and such Indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with the indemnifying Party and such attorneys in the next sentenceinvestigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the indemnifying Party promptly notifies the Indemnified Party that it intends to defend the claim and to perform its obligations under this SECTION 7.1, the indemnifying party Indemnified Party shall be entitled to participate therein and assume the defense thereofnot pay, jointly with any other indemnifying party, with counsel reasonably satisfactory to settle or compromise such indemnified party, and after notice from claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expenseunreasonably withheld. If (i) the indemnifying party fails Party elects not to notify defend the indemnified party in writing, within 15 days after the indemnified party has given notice claim of the action or proceedingIndemnified Party, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting fromIndemnified Party may, arising out of, relating but shall not be obligated to, in the nature ofdefend, or caused by the claim, Indemnified Party may compromise or settle (iiexercising reasonable business judgment) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case If any Action or Proceeding is filed or initiated against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within ten (10) days after the service of the citation or summons); provided, however, that -------- ------- the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such action or proceeding is brought against an indemnified partyfailure. After such notice, except as provided for in the next sentence, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such Action or Proceeding, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such Action or Proceeding and to employ and engage attorneys of its own choice to handle and defend against the claim or proceeding same, such attorneys to be reasonably satisfactory to the indemnified party, at the indemnifying party's cost, risk and fulfill its indemnification obligations hereunder, expense (iiiunless (i) the indemnifying party fails has failed to defend diligently assume the action or proceeding within 10 days after receiving notice defense of such failure from Action or Proceeding or (ii) the named parties to such Action or Proceeding include both of the indemnifying party and the indemnified party; (iv) such , and the indemnified party reasonably shall have concluded (upon advice of and its counsel) counsel determine in good faith that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party and that joint representation would be inappropriate), and to compromise or settle such Action or Proceeding, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. The indemnified party may withhold such consent if such compromise or settlement would adversely affect the conduct of business or requires less than an unconditional release to be obtained. If (i) the indemnifying party fails to assume the defense of such Action or Proceeding within fifteen (15) days after receipt of notice thereof pursuant to this Section 8.2, or not available to, (ii) the named parties to such Action or Proceeding include both ----------- the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, and the indemnified party and the indemnified party and its counsel determine in good faith that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such caseand that joint representation would be inappropriate, the indemnified party shall against which such Action or Proceeding has been filed or initiated will (upon delivering notice to such effect to the indemnifying party) have the right to assume undertake, at the indemnifying party's cost and expense, the defense, compromise or continue its own settlement of such Action or Proceeding on behalf of and for the account and risk of the indemnifying party; provided, however, that such Action or Proceeding shall not be compromised or -------- ------- settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes defense of the Action or Proceeding, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement and will consult with, when appropriate, and consider any reasonable advice from, the indemnifying party of any such defense, compromise or settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and in accordance with this Section 8.2 and for any final judgment (subject to any right of appeal), and the ----------- indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any Damages by reason of such settlement or judgment. Subject to the limitations set forth in Section 8.2(d) below, -------------- regardless of whether the indemnifying party or the indemnified party takes up the defense, the indemnifying party will pay reasonable costs and expenses thereforin connection with the defense, compromise or settlement for any Action or Proceeding under this Section 8.2. ----------- The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom; provided, -------- however, that the indemnified party may, at its own cost, participate in the ------- investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom. The indemnifying party shall pay all expenses due under this Section 8.2 as such expenses become due. In the event such expenses are not so ----------- paid, the indemnified party shall be entitled to settle any Action or Proceeding under this Section 8.2 without the consent of the indemnifying party and without ----------- waiving any rights the indemnified party may have against the indemnifying party.

Defense of Claims. In case If any such action or proceeding is brought filed or initiated against an any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within ten (10) days after the service of the citation or summons); provided, however, that the failure of any indemnified partyparty to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, except as provided for in the next sentence, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such action or proceeding, then the indemnifying party shall be entitled, if it so elects, to defend against take control of the claim defense and investigation of such action or proceeding and fulfill to employ and engage attorneys of its indemnification obligations hereunderown choice to handle and defend the same, such attorneys to be reasonably satisfactory to the indemnified party, at the indemnifying party’s cost, risk and expense (iiiunless (i) the indemnifying party fails has failed to defend diligently assume the defense of such action or proceeding; or (ii) the named parties to such action or proceeding within 10 days after receiving notice include both of such failure from such the indemnifying party and the indemnified party; (iv) such , and the indemnified party reasonably shall have concluded (upon advice of and its counsel) counsel determine in good faith that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party and that joint representation would be inappropriate), and to compromise or settle such action or proceeding, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. The indemnified party may withhold such consent if such compromise or settlement would adversely affect the conduct of its business or requires less than an unconditional release to be obtained. If (i) the indemnifying party fails to assume the defense of such action or proceeding within fifteen (15) days after receipt of notice thereof pursuant to this Section 4.3; or (vii) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect the named parties to such claims, action or proceeding include both the indemnifying party and the indemnified party and the indemnified party and its counsel determine in good faith that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such caseand that joint representation would be inappropriate, the indemnified party shall against which such action or proceeding has been filed or initiated will (upon delivering notice to such effect to the indemnifying party) have the right to assume undertake, at the indemnifying party’s cost and expense, the defense, compromise or continue its own settlement of such action or proceeding on behalf of and for the account and risk of the indemnifying party; provided, however, that such action or proceeding shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes defense of the action or proceeding, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement and will consult with, when appropriate, and consider any reasonable advice from, the indemnifying party regarding any such defense, compromise or settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and in accordance with this Section 4.3 and for any final judgment (subject to any right of appeal). Regardless of whether the indemnifying party or the indemnified party takes up the defense, the indemnifying party will pay reasonable costs and expenses thereforin connection with the defense, compromise or settlement for any action or proceeding under this Section 4.3. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such action or proceeding and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in the investigation, trial and defense of such action or proceeding and any appeal arising therefrom. The indemnifying party shall pay all expenses due under this Section 4.3 as such expenses become due. In the event such expenses are not so paid, the indemnified party shall be entitled to settle any action or proceeding under this Section 4.3 without the consent of the indemnifying party and without waiving any rights the indemnified party may have against the indemnifying party.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, thereof other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 fifteen (15) days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) after electing to participate in and assume the defense of such action or proceeding, the indemnifying party fails to defend diligently the action or proceeding within 10 days ten (10) Business Days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, to the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefor.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.4. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend against the claim or proceeding same, and fulfill its indemnification obligations hereunder, (iii) to compromise or settle such claim, provided that any compromise or settlement which results in the indemnified party becoming subject to injunctive relief or that otherwise adversely affects the business of the indemnified party shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to defend diligently assume the action or proceeding defense of such claim within 10 fifteen (15) calendar days after receiving notice receipt of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claimsClaim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party and the indemnifying party may not assuming such defense within 15 days of such notice) have differentthe right to undertake, conflictingat the indemnifying party's cost and expense, the defense, compromise or adverse legal positions or interests then, in any settlement of such caseclaim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party assumes the defense of the claim, the indemnified party shall have will keep the right to assume indemnifying party reasonably informed of the progress of any such defense, compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.4 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case If any action, suit, claim, Tax audit, proceeding, demand, assessment or enforcement action is filed or initiated against any party entitled to the benefit of indemnity hereunder, the indemnified party shall give written notice thereof to the indemnifying party or parties as promptly as practicable (and in any event within thirty (30) days after the service of the citation or summons); provided, however, that the failure of any indemnified party to give timely notice shall not affect the rights of such party to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice and a reasonable period of time to allow for analysis of the relevant claim, if the indemnifying party shall acknowledge in writing to such indemnified party that such indemnifying party shall be obligated under the terms of its indemnity hereunder for all liabilities of the indemnified party in connection with such action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action or proceeding is brought against an (subject to the following sentence), then the indemnifying party shall be entitled, if it so elects and with counsel reasonably satisfactory to the indemnified party, except as provided for to take control of the defense and investigation of such action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, and to employ and engage attorneys to handle and defend the same, at the indemnifying party's cost, risk and expense; and the indemnified party shall cooperate in all reasonable respects, at the indemnifying party's request and cost, risk and expense, with the indemnifying party and its attorneys in the next sentenceinvestigation, trial and defense of such action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in such investigation, trial and defense of such action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, and any appeal arising therefrom; and provided further, that the indemnifying party shall have an obligation to keep the indemnified party apprised of the status of the action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, to furnish the indemnified party with all documents and information that the indemnified party shall reasonably request in connection therewith, and to consult with the indemnified party prior to acting on major matters involved in such action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, including settlement discussions, it being understood that no settlement of any action for which indemnification may be payable hereunder shall be made without the prior written consent of the indemnified party. Notwithstanding any other provision of this Section 9.5, if an indemnified party withholds its consent to a settlement or elects to defend any claim, where but for such action the indemnifying party could have settled such claim, the indemnifying party shall be entitled required to participate therein and assume indemnify the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory indemnified party only up to such indemnified party, and after notice from a maximum of the bona fide settlement offer for which the indemnifying party to could have settled such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the claim. The indemnified party shall be entitled to participate defend, settle or proceed in such defense at other manner as it deems fit, in its own expense. If (i) sole discretion, in connection with any action, suit, claim, proceeding, demand, assessment or enforcement action as to which the indemnifying party fails to notify has not acknowledged its obligations in writing in accordance with the foregoing sentence; and no actions taken by the indemnified party in writing, within 15 days after connection therewith shall affect or limit the indemnified party has given notice obligations of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails pursuant to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforthis Section 9.5.

Defense of Claims. In case the event of any claim, threat, liability, tax, interest, fine, penalty, suit, action, proceeding, demand, damage, loss, cost or expense with respect to which indemnity is or may be sought hereunder (an "Indemnity Claim"), the indemnified party shall promptly notify the indemnifying party in writing of such action or proceeding is brought against an Indemnity Claim, specifying in reasonable detail the Indemnity Claim and the circumstances under which it arose. The indemnifying party may elect to assume the defense of such Indemnity Claim, at its own expense, by written notice to the indemnified partyparty given within 10 days after the indemnifying party receives written notice of the Indemnity Claim, except as provided for in the next sentence, and the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with promptly engage counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party to direct and conduct such defense; provided, however, that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue engage its own counsel, at its own expense, to participate in such defense. In the event the indemnifying party does not so elect to assume the defense of such Indemnity Claim in the manner specified above, or if, in the reasonable opinion of counsel to the indemnified party, there are defenses available to the indemnified party which are different from or additional to those available to the indemnifying party or which give rise to a material conflict between the defense of the indemnified party and of the indemnifying party, then upon notice to the indemnifying party, the indemnified party may elect to engage separate counsel to conduct its defense, at the expense of the indemnifying party. In the event the indemnifying party assumes the defense of any Indemnity Claim, it may at any time notify the indemnified party of its intention to settle, compromise or satisfy such Indemnity Claim and may make such settlement, compromise or satisfaction (at its own expense) unless within twenty (20) days after the giving of such written notice the indemnified party shall give written notice to the indemnifying party of its intention to assume the defense of the Indemnity Claim, in which event the indemnifying party shall be liable for relieved of its duty hereunder to indemnify the indemnified party. Unless the indemnified party shall have given the notice referred to in the preceding sentence, (i) the indemnified party shall not consent to or make any fees settlement, compromise or satisfaction with respect to the Indemnity Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, and expenses therefor(ii) any settlement, compromise or satisfaction made by the indemnifying party with respect to such Indemnity Claim shall be deemed to have been consented to by and shall be binding upon the indemnified party.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, thereof other than costs of investigation, investigation and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) after electing to participate in and assume the defense of such action or proceeding, the indemnifying party fails to defend diligently the action or proceeding within 10 days Business Days after receiving notice of such failure from such indemnified party; , (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, to the indemnifying party; , or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefor.

Defense of Claims. In case If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which an indemnity may be sought from an indemnifying party, such indemnified party shall notify the indemnifying party in writing as promptly as practicable (and in any event within ten (10) Business Days after the service of the citation or summons); provided, however, that the failure of the indemnified party to give timely notice hereunder shall relieve the indemnifying party of its indemnification obligations hereunder only if, and only to the extent that, such failure caused the Damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. The indemnifying party shall have the right to assume the defense of such action or proceeding, including through the retention of counsel reasonably satisfactory to the indemnified party, by notifying the indemnified party within ten (10) Business Days after receipt of the indemnified party’s written notice. The indemnified party shall have the right to participate in the defense of such action or proceeding is brought against an indemnified partyat its sole cost and expense; provided, except as provided for in the next sentencehowever, that the indemnifying party shall be entitled liable to participate therein the extent provided under this Article 9 for all reasonable costs and assume expenses of defending such action or proceeding incurred by the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, including reasonable fees and after notice from the indemnifying party to such indemnified party disbursements of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If if (i) the indemnifying party fails to notify assume the indemnified party in writing, within 15 days after the indemnified party has given notice defense of the such action or proceeding, that proceeding in accordance with the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, preceding sentence; or caused by the claim, (ii) the indemnifying party fails named parties to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the any such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (ivincluding any impleaded parties) include both such indemnified party reasonably and the indemnifying party, and such indemnified party shall have concluded (upon advice of its counsel) been advised by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or party (v) in which case, if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and notifies the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such casewriting that it elects to employ separate counsel at the expense of the indemnifying party, the indemnified indemnifying party shall not have the right to assume the defense of such action or continue its own defense and the proceeding on behalf of such indemnified party). The indemnifying party shall not be liable for any fees and expenses thereforsettlement of any such action or proceeding affected without its written consent (not to be unreasonably withheld). The indemnified party shall not be required to consent to the settlement of any action or proceeding if such settlement involves anything other than the payment of money by the indemnifying party in full settlement of such action or proceeding.

Defense of Claims. In case If any lawsuit or enforcement action ----------------- is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the indemnifying Party within the applicable survival period as provided in Section 10.1 of this Agreement. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 11.02 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with counsel reasonably satisfactory to the indemnifying Party and such indemnified partyattorneys in the investigation, trial, and after notice from defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources indemnified Party may, but shall not be obligated to defend against defend, or the indemnified Party may compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the The indemnifying party shall be entitled have ten (10) business days after receipt of either notice referred to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party in Paragraph 14(c) of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails this Agreement to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the that it elects to conduct and control any legal or administrative action or proceeding, that suit with respect to an indemnifiable claim. If the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of does not give such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such casenotice, the indemnified party shall have the right to assume defend, contest, settle or continue compromise such action or suit in the exercise of its own defense exclusive discretion, and the indemnifying party shall, upon request from the Indemnified Person promptly pay the indemnified person in accordance with the other terms and conditions of this Paragraph 14, the amount of any Indemnity Loss resulting from its liability to the third party claimant. If the indemnifying party gives such notice, it shall have the right to undertake, conduct and control, through counsel of its own choosing (which counsel shall be liable for satisfactory to the indemnified party in the reasonable judgment of the indemnified party) and at its sole expense, the conduct and settlement of such action or suit, and the indemnified party shall cooperate with the indemnifying party in connection therewith; provided, however, that (i) the indemnifying party shall not thereby permit to exist any lien, encumbrance or other adverse change securing the claims indemnified hereunder upon any asset of the indemnified party, (ii) the indemnifying party shall not thereby consent to the imposition of any injunction against the indemnified party without the prior written consent of the indemnified party, (iii) the indemnifying party shall permit the indemnified party to participate in such conduct or settlement through counsel chosen by the indemnified party, but the fees and expenses thereforof such counsel shall be borne by the indemnified party except as provided in clause (iv) below, and (iv) upon a final determination of such action or suit, the indemnifying party shall agree promptly to reimburse to the extent required under this Paragraph 14 the indemnified party for the full amount of any Indemnity Loss resulting from such action or suit and all reasonable and related expenses incurred by the indemnified party, except fees and expenses of counsel for the indemnified party incurred after the assumption of the conduct and control of such action or suit by the indemnifying party. So long as the indemnifying party is contesting any such action in good faith, the indemnified party shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such action or suit, provided that in such event the indemnified party shall waive any right to indemnity therefor from the indemnifying party and no amount in respect therefor shall be claimed as a Indemnity Loss under this Agreement.

Defense of Claims. In case If any such action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action is filed or proceeding is brought initiated against an indemnified party, except as provided for in the next sentenceIndemnified Party with respect to a matter subject to an indemnification claim by such Indemnified Party, the indemnifying Indemnified Party shall give written notice thereof to the Indemnifying Party or Parties as promptly as practicable, and in any event within 20 days after service of the citation or summons, but the failure of an Indemnified Party to give timely notice shall not affect the rights of that party to indemnification hereunder to the extent such failure does not prejudice the Indemnifying Party. After such notice and a reasonable period of time to allow for analysis of the claim, if the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is obligated under the terms of its indemnity hereunder for all liabilities of the Indemnified Party in connection with that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, the Indemnifying Party shall be entitled to participate therein entitled, if it so elects and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to the Indemnified Party, to take control of the defense and investigation of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and to employ and engage attorneys to handle and defend the same, at the Indemnifying Party's cost, risk and expense, except that, if the Indemnifying Party elects not to assume such indemnified partydefense or counsel for the Indemnified Party determines in good faith and advises the Indemnifying Party in writing that there are issues that raise conflicts of interest between the Indemnifying Party and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to him or it, and after notice the Indemnifying Party shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefore are received; provided, however, that (i) the Indemnifying Party shall be obligated pursuant to this Section 11.4 to pay for only one firm of counsel (unless the use of one counsel for such Indemnified Party would present such counsel with a conflict of interest) for all Indemnified Parties in any jurisdiction, and (ii) the Indemnified Party will cooperate in the defense of any such matter. If the Indemnifying Party assumes the control of such defense, the Indemnified Party shall cooperate in all reasonable respects, at the Indemnifying Party's request and cost, risk and expense, with the Indemnifying Party and its attorneys in the investigation, trial and defense of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and any appeal arising therefrom; provided that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and any appeal arising therefrom. The Indemnifying Party shall keep the Indemnified Party apprised of the status of the action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, furnish the Indemnified Party with all documents and information the Indemnified Party reasonably requests in connection therewith, and consult with the Indemnified Party prior to acting on major matters involved in that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, including settlement discussions. Unless the Indemnified Party receives a complete release from all matters involved in the indemnifying party dispute, no settlement of any action for which indemnification may be payable hereunder shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party shall be entitled to defend, settle or proceed in such indemnified party other manner as it deems fit, in its sole discretion, in connection with any action, suit, claim, proceeding, demand, assessment or enforcement action with respect to which the Indemnifying Party has not acknowledged its obligations in writing in accordance with the foregoing; and no reasonable action taken by the Indemnified Party in connection therewith shall affect or limit the obligations of its election so the Indemnifying Party pursuant to this Section 11.4. -40- If the Indemnifying Party assumes the control of such defense as provided above but subsequently, in the course of defending the matter, comes to believe that the matter is not properly an obligation of such Indemnifying Party, the Indemnifying Party may with reasonable promptness advise the Indemnified Party of such new information. In such case, (a) if the Indemnified Party then agrees with the Indemnifying Party, the Indemnifying Party and the Indemnified Party shall make mutually satisfactory arrangements for the Indemnified Party to assume the defense thereof and approval by the indemnified party of such counsel, matter and to repay the indemnifying party shall not be liable to such indemnified party Indemnifying Party for any legal expenses subsequently incurred amounts reasonably expended by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled it pursuant to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, this Article 11 with respect to such claimsmatter, and (b) if the Indemnified Party does not then agree with the Indemnifying Party, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Indemnifying Party shall have the right to assume or commence legal proceedings to determine whether the matter is subject to indemnification by the Indemnifying Party; provided that, in the case of clause (b), the Indemnifying Party shall continue its own defense to be obligated to defend the Indemnified Party with respect to such matter and to otherwise make the indemnifying party shall be liable for any fees payments required by this Article 11 until such dispute is finally adjudicated by a court of competent jurisdiction and expenses thereforall rights to appeal with respect thereto have expired.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentenceUpon receipt of a Claim Notice, the indemnifying ----------------- party shall be entitled to participate therein and may assume the defense thereof, jointly with any other indemnifying party, of said Claim with counsel selected by the indemnifying party and reasonably satisfactory to such the indemnified party, and after notice from the indemnifying party to such . The indemnified party of its election so shall cooperate in all reasonable respects in such defense. If any Claim involves a fact pattern wherein Buyer may have an obligation to indemnify Seller and Seller may have an obligation to indemnify Buyer, each party shall have the right to assume the defense thereof of and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party hire counsel for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice that portion of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties Claim for which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party it may have different, conflicting, or adverse legal positions or interests then, in any such casean obligation of indemnity. In all instances, the indemnified party shall have the right to employ separate counsel and to participate in the defense of any Claim; provided however, the fees and expenses of counsel employed by the indemnified party shall be borne solely by the indemnified party. If the indemnifying party does not notify the indemnified party within the earlier to occur of: (a) five (5) Days before the time a response is due in any litigation matter, or (b) sixty (60) Days after receipt of the Claim Notice, that the indemnifying party elects to undertake the defense of a Claim, the indemnified party shall have the right to defend, at the expense of the indemnifying party, the Claim with counsel of the indemnified party's choosing, subject to the right of the indemnifying party to assume the defense of the Claim at any time prior to settlement or continue final determination thereof. In such event, the indemnified party shall promptly send a written notice to the indemnifying party of any proposed settlement of a Claim, which settlement the indemnifying party may accept or reject, in its own defense and reasonable judgment, within thirty (30) days of receipt of such notice, unless the settlement offer is limited to a shorter period of time in which case the indemnifying party shall have such shorter period of time in which to accept or reject the proposed settlement. Failure of the indemnifying party to accept or reject such settlement within the applicable period of time shall be liable for deemed to be its rejection of such settlement. Notwithstanding the foregoing, the indemnified party may settle any fees matter over the objection of the indemnifying party, but in so doing the indemnified party shall be deemed to have waived any right to indemnity therefor as to (and expenses thereforonly as to) liabilities with respect to which the indemnifying party has acknowledged in writing its indemnity obligation.

Defense of Claims. In case any such action or proceeding If a claim for damages (a “Claim”) is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, except the party claiming such indemnification shall give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to damages for which indemnification may be sought under this Section 8; provided, that the omission by any indemnified party to give notice as provided for herein shall not relieve the indemnifying party of its indemnification obligation under this Section 8 except to the extent that such omission results in a failure of actual notice to the next sentenceindemnifying party and such indemnifying party is damaged as a result of such failure to give notice. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice (which shall be reasonably acceptable to the indemnified party) to handle and defend diligently the same, at the indemnifying party’s cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or (v) if provided, that the indemnified party may participate in such defense, but only at such indemnified party reasonably party’s expense pursuant to this Section 8.3, and (iii) to compromise or settle such claim, which compromise or settlement shall have concluded (upon advice be made only with the written consent of its counsel) thatthe indemnified party, such consent not to be unreasonably withheld. In any event, Seller and Buyer shall cooperate in the defense of any action or claim subject to this Section 8 and the records of each shall be available to the other with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefordefense.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the indemnifying Party within the applicable survival period as provided in Section 10.1 of this Agreement. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 11.02 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with counsel reasonably satisfactory to the indemnifying Party and such indemnified partyattorneys in the investigation, trial, and after notice from defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources indemnified Party may, but shall not be obligated to defend against defend, or the indemnified Party may compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case the event of any claim, threat, liability, tax, interest, fine, penalty, suit, action, proceeding, demand, damage, loss, cost or expense with respect to which indemnity is or may be sought hereunder (an "Indemnity Claim"), the indemnified party shall promptly notify the indemnifying party of such action or proceeding is brought against an Indemnity Claim, specifying in reasonable detail the Indemnity Claim and the circumstances under which it arose. The indemnifying party may elect to assume the defense of such Indemnity Claim, at its expense, by written notice to the indemnified partyparty given within 10 days after the indemnifying party receives notice of the Claim, except as provided for in the next sentence, and the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with promptly engage counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party to direct and conduct such defense; provided, however, that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue engage its own counsel, at its own expense, to participate in such defense. In the event the indemnifying party does not so elect to assume the defense of such Indemnity Claim in the manner specified above, or if, in the reasonable opinion of counsel to the indemnified party, there are defenses available to the indemnified party which are different from or additional to those available to the indemnifying party or which give rise to a material conflict between the defense of the indemnified party and of the indemnifying party, then upon notice to the indemnifying party, the indemnified party may elect to engage separate counsel to conduct its defense, at the expense of the indemnifying party, and the indemnifying party shall not have the right to direct or conduct such defense. 14.3.1. In the event the indemnifying party assumes the defense of any Indemnity Claim, it may at any time notify the indemnified party of its intention to settle, compromise or satisfy such Indemnity Claim and may make such settlement, compromise or satisfaction (at its own expense) unless within 20 days after the giving of such notice the indemnified party shall give notice of its intention to assume the defense of the Indemnity Claim, in which event the indemnifying party shall be liable for relieved of its duty hereunder to indemnify the indemnified party. Unless the indemnified party shall have given the notice referred to in the preceding sentence, (I) the indemnified party shall not consent to or make any fees settlement, compromise or satisfaction with respect to the Indemnity Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, and expenses therefor(ii) any settlement, compromise or satisfaction made by the indemnifying party with respect to such Indemnity Claim shall be deemed to have been consented to by and shall be binding upon the indemnified party.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, thereof other than costs of investigation, investigation and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, to the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefor.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentenceUpon receipt of a Claim Notice, the indemnifying party shall be entitled to participate therein and may assume the defense thereof, jointly with any other indemnifying party, of said Claim with counsel selected by the indemnifying party and reasonably satisfactory to such the indemnified party, and after notice from the indemnifying party to such . The indemnified party of its election so shall cooperate in all reasonable respects in such defense. If any Claim involves a fact pattern wherein Buyer may have an obligation to indemnify Seller and Seller may have an obligation to indemnify Buyer, each party shall have the right to assume the defense thereof of and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party hire counsel for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice that portion of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties Claim for which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party it may have different, conflicting, or adverse legal positions or interests then, in any such casean obligation of indemnity. In all instances, the indemnified party shall have the right to employ separate counsel and to participate in the defense of any Claim; provided however, the fees and expenses of counsel employed by the indemnified party shall be borne solely by the indemnified party. If the indemnifying party does not notify the indemnified party within the earlier to occur of: (a) five (5) Business Days before the time a response is due in any litigation matter, or (b) sixty (60) Days after receipt of the Claim Notice, that the indemnifying party elects to undertake the defense of a Claim, the indemnified party shall have the right to defend, at the expense of the indemnifying party, the Claim with counsel of the indemnified party's choosing, subject to the right of the indemnifying party to assume the defense of the Claim at any time prior to settlement or continue final determination thereof. In such event, the indemnified party shall promptly send a written notice to the indemnifying party of any proposed settlement of a Claim, which settlement the indemnifying party may accept or reject, in its own defense and reasonable judgment, within thirty (30) days of receipt of such notice, unless the settlement offer is limited to a shorter period of time in which case the indemnifying party shall have such shorter period of time in which to accept or reject the proposed settlement. Failure of the indemnifying party to accept or reject such settlement within the applicable period of time shall be liable for deemed to be its rejection of such settlement. Notwithstanding the foregoing, the indemnified party may settle any fees matter over the objection of the indemnifying party, but in so doing the indemnified party shall be deemed to have waived any right to indemnity therefor as to (and expenses thereforonly as to) liabilities with respect to which the indemnifying party has acknowledged in writing its indemnity obligation.

Defense of Claims. In case (a) Each Party shall promptly notify the other Party of any such action loss of, or damage to property, death or injury to person (or any claim or proceeding in respect thereof) in respect of which it is brought or may be entitled to indemnification under Section 15.2. Such notice shall (b) The indemnified Party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third Party alleged or asserted against an such party in respect of, resulting from related to or arising out of any matter for which it is entitled to be indemnified partyhereunder, except as provided for in and the next sentence, reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying party hereunder; (c) Neither Party shall be entitled to participate therein and assume settle or compromise any such claim, action, suit or proceeding without the defense thereofprior written consent of the other Party, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party which consent shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with unreasonably withheld or delayed. (d) Notwithstanding the defense thereofforegoing, other than costs of investigation, and the indemnified party Party shall be entitled have the right to employ its own counsel and such counsel may participate in such defense action, but the fees and expenses of such counsel shall be at its own expense. If the expense of such indemnified Party, when and as incurred unless : (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifying party fails to notify Party; the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the indemnifying Party and the indemnified party Party in writing, within 15 days after the indemnified party has given notice conduct of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, defense of such action; (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable Party shall not in fact have employed independent counsel reasonably satisfactory to the indemnified party that Party to assume the defense of such action and shall have been so notified by the indemnified Party; or (iii) the indemnified Party shall have reasonably concluded and specifically notified the indemnifying party will have Party either that there may be specific defenses available to it which are different from or additional to those available to the financial resources to defend against the claim indemnifying Party or that such claim, action, suit or proceeding and fulfill its indemnification obligations hereunderinvolves or could have a material adverse effect upon it beyond the scope of this Contract. (e) If paragraph (ii), (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably of subparagraph (d) above shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available toapplicable, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, then counsel for the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Party shall have the right to assume direct the defense of such claim, action, suit or continue its own defense proceeding on behalf of the indemnified Party and the indemnifying party shall be liable for any reasonable fees and disbursements of such counsel shall constitute legal or other expenses thereforhereunder.

Defense of Claims. In case If a claim for Losses (a "Claim") is to be made by ----------------- ----- an Indemnified Party, such Indemnified Party shall give written notice (a "Claim ----- Notice") to the indemnifying party as soon as practicable after such Indemnified ------ Party becomes aware of any such fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article 8. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party ------------------ as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or proceeding is brought against an summons). The failure of any indemnified partyparty to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After receipt of a Third Party Notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom and appoint its own counsel therefor, at its own cost. The parties shall also cooperate with each other in any notifications to insurers. If the indemnifying party fails to assume the defense of such claim within fifteen (v15) if calendar days after receipt of the Third Party Notice, the Indemnified Party against which such indemnified party reasonably shall have concluded claim has been asserted will (upon advice of its counsel) that, with respect delivering notice to such claimseffect to the indemnifying party) have the right to undertake the defense, the indemnified party compromise or settlement of such claim and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue participate therein at its own cost. In the event the Indemnified Party assumes the defense and of the claim, the Indemnified Party will keep the indemnifying party shall be liable for reasonably informed of the progress of any fees and expenses thereforsuch defense, compromise or settlement.

Defense of Claims. In case any such action or proceeding is brought against an indemnified partyIndemnified Party, except as provided for in the next sentence, the indemnifying party Indemnifying Party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying partyIndemnifying Party, with counsel reasonably satisfactory to such indemnified partyIndemnified Party, and after notice from the indemnifying party Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof and approval by the indemnified party Indemnified Party of such counsel, the indemnifying party Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal expenses subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof, thereof other than costs of investigation, investigation and the indemnified party Indemnified Party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party Indemnifying Party fails to notify the indemnified party Indemnified Party in writing, within 15 days after the indemnified party Indemnified Party has given notice of the action or proceeding, that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all Losses the indemnified party Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party Indemnifying Party fails to provide the indemnified party Indemnified Party with evidence acceptable to the indemnified party Indemnified Party that the indemnifying party Indemnifying Party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party Indemnifying Party fails to defend diligently the action or proceeding within 10 15 days after receiving notice of such failure from such indemnified partyIndemnified Party; (iv) such indemnified party Indemnified Party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party Indemnified Party or other indemnified parties which are different than those available to, or not available to, to the indemnifying partyIndemnifying Party; or (v) if such indemnified party Indemnified Party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party Indemnified Party and the indemnifying party Indemnifying Party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Indemnified Party shall have the right to assume or continue its own defense and the indemnifying party Indemnifying Party shall be liable for any fees and expenses therefor; provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one counsel (and such other local counsel as the Indemnified Parties shall determine to be reasonably necessary) at any time for all Indemnified Parties.

Defense of Claims. In case The indemnifying Party shall have the right to defend any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, Party with counsel (including insurance counsel) of the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel Party’s selection reasonably satisfactory to such the indemnified partyParty, and after notice from with respect to any Claims within the indemnifying party indemnification obligations hereof; provided that the indemnified Party shall have the right to such indemnified party be represented therein by advisory counsel of its election so to assume the defense thereof own selection and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If the defendants in any such action include both the indemnifying Party and the indemnified Party, and (i) if the indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are inconsistent with those available to the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claimParty, (ii) the indemnifying party fails any settlement is reasonably likely to provide involve injunctive, equitable or prospective relief or to materially and adversely affect the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim Party’s business or proceeding and fulfill its indemnification obligations hereunderoperations other than as a result of monetary damages, or (iii) the indemnifying party fails to defend diligently indemnified Party reasonably believes that the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available tomatter in question involves potential criminal liability, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, then the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and at the indemnifying Party’s expense. An indemnified Party shall give the indemnifying Party prompt written notice of any asserted Claims or actions indemnified against hereunder and shall cooperate in the defense of any such Claims or actions. Without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, the indemnifying Party shall not settle any Claims or actions in a manner that would require any action or forbearance from action by, or result in any judgment, including but not limited to criminal liability against, any indemnified Party. If the indemnifying Party fails to assume or continue its own diligently prosecute the defense of any Claim in accordance with this ARTICLE X, then the indemnified Party shall have the absolute right to control the defense of such Claim and the indemnifying party shall be liable right to settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, Claim, suit, investigation or proceeding for any which indemnity is afforded hereunder, and the fees and expenses thereforof such defense, including reasonable attorneys’ fees of the indemnified Party’s counsel, and any amount determined to be owed by the indemnifying Party pursuant to such Claim shall be borne by the indemnifying Party, provided that the indemnifying Party will be entitled to participate in, but not control such defense.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in Subject to the next sentence, the indemnifying party shall have the right, at its option and expense, to assume any Defense of any Claim, provided that within ten (10) days of receiving the notice with respect to such Claim pursuant to the above notice provision (or within such shorter period of time as an answer to or other responsive action may be entitled to participate therein and assume required), the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory by notice delivered to such the indemnified party, elects to assume such Defense and after notice from each indemnifying party acknowledges its obligation hereunder to indemnify the indemnified party with respect to such Claim. Notwithstanding the foregoing, the indemnifying party to such indemnified party of its election so shall not have the right to assume the defense thereof and approval by Defense of any Claim if (i) representation of both the indemnified party and indemnifying party by the same counsel might be prohibited by rules or regulations governing the professional conduct of such counselcounsel due to actual or potential differing interests between them; (ii) the indemnified party determines in good faith that there is a substantial likelihood that such Claim may materially and adversely affect it or its affiliates other than as a result of monetary damages imposed thereon; or (iii) the indemnified party determines in good faith that the indemnifying party has insufficient financial resources to satisfy any monetary damages reasonably likely to result from such Claim. If the indemnifying party has assumed the Defense of a Claim in accordance with the first paragraph of this Section 6(d), then the following shall apply: (i) except as provided in clause (v) below the indemnified party shall have the right to participate and assist in, but not control, the Defense of such Claim and to employ its own counsel in connection therewith; (ii) except as provided in clause (v) below the indemnifying party shall not be liable to such the indemnified party for any legal the fees or expenses subsequently of the indemnified party's counsel or other expenses incurred by such the indemnified party in connection with participating in the defense thereofDefense of such Claim, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, except that the indemnifying party will indemnify the indemnified party from shall be liable for any such fees and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable expenses incurred prior to the indemnified party time that the indemnifying party will have assumed such Defense or except to the financial resources to defend against extent such participation was requested by the claim or proceeding and fulfill its indemnification obligations hereunder, indemnifying party; (iii) counsel used by the indemnifying party fails to defend diligently in connection with the action or proceeding within 10 days after receiving notice Defense of such failure from such Claim shall be reasonably satisfactory to the indemnified party; (iv) such indemnified party reasonably shall have concluded except as provided in clause (upon advice of its counselv) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available tobelow, the indemnifying partyparty shall have no liability with respect to any compromise or settlement of such Claim effected without its consent, which consent shall not be unreasonably withheld; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have differentshall fail or omit diligently to prosecute the Defense of such Claim, conflicting, or adverse legal positions or interests then, in any such case, then (A) the indemnified party shall have the right to assume or continue its own defense control the Defense of such Claim, (B) the indemnifying party shall be liable to the indemnified party for the fees and expenses of the indemnified party's counsel and other expenses incurred by the indemnified party in connection with the Defense of such Claim and (C) the indemnifying party shall be liable for any fees settlement of such Claim effected by the indemnified party; and expenses therefor(vi) the indemnifying party shall not effect any compromise or settlement of such Claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, unless such compromise or settlement includes a full release of the indemnified party, neither the indemnified party's business nor its name nor the business or name of any of its affiliates will be damaged or adversely affected by such settlement, and such settlement is limited strictly to monetary damages. If the indemnifying party does not assume the Defense of a Claim (whether because it elects not to or has no right to) the following shall apply: (i) the indemnifying party shall have the right, at its sole cost and expense, to participate in, but not control, the Defense of such Claim and to employ its own counsel in connection therewith; and (ii) the indemnifying party shall have no liability with respect to any compromise or settlement of such Claims effected without its consent, which shall not be unreasonably withheld.

Defense of Claims. In case If any lawsuit or enforcement action is ----------------- filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons) ("Notice of Action"); provided that the failure of any indemnified Party to give timely notice shall not affect its rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days; provided further that a Notice of Action must be sent to the indemnifying Party within the applicable survival period as provided in Section 10.1 of this Agreement. The indemnifying Party may elect to compromise or defend any such action or proceeding is brought against an asserted liability and to assume all obligations contained in this Section 11.02 to indemnify the indemnified party, except as provided for in Party by a delivery of notice of such election ("Notice of Election") within ten (10) days after delivery of the next sentenceNotice of Action. Upon delivery of the Notice of Election, the indemnifying party Party shall be entitled to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying partyParty's sole cost, risk and expense, and such indemnified Party shall cooperate in all reasonable respects, at the indemnifying Party's sole cost, risk and expense, with counsel reasonably satisfactory to the indemnifying Party and such indemnified partyattorneys in the investigation, trial, and after notice from defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Notice of Election is delivered to the indemnified Party, the indemnified Party shall not pay, settle or compromise such claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action Party or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable does not deliver to the indemnified party that Party a Notice of Election within ten (10) days after delivery of the indemnifying party will have Notice of Action, the financial resources indemnified Party may, but shall not be obligated to defend against defend, or the indemnified Party may compromise or settle (exercising reasonable business judgment) the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case any such action or proceeding If a claim for Damages is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party entitled to such indemnification shall give written notice to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.4. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen days after the service of the citation or summons); provided, that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice terms of its counsel) that there may be one indemnity hereunder in connection with such lawsuit or more legal defenses available to such indemnified party or other indemnified parties which are different than those available toaction, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and then the indemnifying party shall be liable entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The indemnifying party shall not enter into a settlement arrangement in any lawsuit or action that the indemnifying party has taken control of the defense of without the written consent of the indemnified party, which consent shall not be unreasonably withheld. If a tax audit is commenced or any tax is claimed for any fees period of the Company prior to the Closing Date, such tax audit or claim shall be treated as a lawsuit or enforcement action for purposes of this Section 10.4(d); provided, however, that the Majority Shareholders shall be solely responsible for all liabilities and expenses thereforarising therefrom, including, without limitation, taxes, interest and penalties, except to the extent of any reserves in respect of such taxes shown on the Closing Balance Sheet.

Defense of Claims. In case If a claim for Losses (a "Claim") is to be made by an Indemnified Party, such Indemnified Party shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after such Indemnified Party becomes aware of any such fact, condition or event which may give rise to Losses for which indemnification may be sought under this Section 8. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or proceeding is brought against an indemnified partysummons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for to the extent that the indemnifying party demonstrates actual damage caused by such failure. After receipt of a Third Party Notice, if the indemnifying party shall acknowledge in writing to the next sentence, Indemnified Party that the indemnifying party shall be entitled to participate therein and assume obligated under the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party terms of its election so to assume the defense thereof and approval by the indemnified party of indemnity hereunder in connection with such counsellawsuit or action, then the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereofentitled, other than costs of investigationif it so elects, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice take control of the action defense and investigation of such lawsuit or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claimaction, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party fails to provide and the indemnified party with evidence acceptable to Indemnified Party and the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which Indemnified Party that are different than from or additional to those available to, or not available to, to the indemnifying party, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom and appoint its own counsel therefor, at its own cost. The parties shall also cooperate with each other in any notifications to insurers. If the indemnifying party fails to assume the defense of such claim within fifteen (v15) if calendar days after receipt of the Third Party Notice, the Indemnified Party against which such indemnified party reasonably shall have concluded claim has been asserted will (upon advice of its counsel) that, with respect delivering notice to such claimseffect to the indemnifying party) have the right to undertake the defense, the indemnified party compromise or settlement of such claim and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue participate therein at its own cost; provided, however, that such claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes the defense and of the claim the Indemnified Party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the indemnifying party shall not be liable for any the reasonable fees and expenses thereforof more than one separate firm of attorneys at any time for any and all Indemnified Parties (which firm shall be designated in writing by such Indemnified Party or Parties) in connection with any one such action or proceeding arising out of the same general allegations or circumstances.

Defense of Claims. In the case of any claim for indemnification under Section 11.1, 11.2 or 11.3 arising from a request for information, audit or claim of a third party (including the IRS or any Governmental Authority), an indemnified party shall give prompt written notice and, subject to the following sentence, in no case later than ten (10) business days after the indemnified party’s receipt of notice of such request for information, audit or claim, to the indemnifying party of any request for information, audit, claim, suit or demand of which such indemnified party has Knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right to defend and to direct the defense against any such action request for information, audit, claim, suit or proceeding is brought demand (including, without limitation, Litigation Claims, ERISA Claims, Tax Claims and claims relating to Section 11.3(b)), in its name and at its expense, and with counsel selected by the indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against an the indemnified party; provided, except as provided however, the indemnifying party shall not have the right to defend or direct the defense of any such request for information, audit, claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party or contests, in whole or in part, its indemnification obligations therefor. If the indemnifying party elects, and is entitled, to compromise or defend such request for information, audit or claim, it shall within thirty (30) days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall, at the request and expense of the indemnifying party, cooperate in the next defense of such request for information, audit, claim, suit or demand. If the indemnifying party elects not to compromise or defend such request for information, audit or claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such request for information, audit or claim. Except as set forth in the immediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such request for information, audit, claim, suit or demand which shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such counselclaim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any request for information, audit or claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party to agree to any settlement which requires the taking of any action by the indemnified party other than the delivery of a release, except with the consent of the indemnified party (such consent to be withheld or delayed only for a good faith reason). Notwithstanding the indemnifying party’s right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any request for information, audit or claim over the objection of the indemnified party; provided, however, that consent by the indemnified party to settlement or compromise shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expenseunreasonably withheld or delayed. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the The indemnified party shall have the right to assume participate in the defense of any request for information, audit, claim, suit or continue its own defense and demand with counsel selected by it subject to the indemnifying party party’s right to direct the defense. The fees and disbursements of such counsel shall be liable at the expense of the indemnified party; provided, however, that, in the case of any request for any information, audit, claim, suit or demand which seeks injunctive or other equitable relief against the indemnified party, the fees and expenses therefordisbursements of such counsel shall be at the expense of the indemnifying party.

Defense of Claims. In case any such claim or legal action shall be made or proceeding is brought against an indemnified party, except as provided for in Indemnitee and such Indemnitee shall Notify (by sending a Claim Notice) the next sentenceindemnifying Party thereof, the indemnifying party Party shall, if requested by an Indemnitee, assume and control the defense of the claim (other than any Intellectual Property Claim, which shall, in all cases, be controlled by Contractor unless otherwise agreed by the Parties) that is the subject of such Claim Notice, in which case the indemnifying Party may select counsel acting reasonably, and the indemnifying Party shall pay all expenses of the conduct of such defense. 22.6.1 The Indemnitee shall have the right to control the defense of such claim (or to reassume control of the defense of such claim if the indemnifying Party, upon request of the Indemnitee, fails to assume or diligently prosecute the defense of any claim) and the fees and expenses of such defense, including reasonable attorneys’ fees of the Indemnitee’s counsel and any judgment or reasonable settlement amount in connection with such claim, shall be entitled borne by the indemnifying Party, provided that the indemnifying Party shall be entitled, at its expense, to participate therein and in (but not control) such defense. 22.6.2 If Indemnitee requests that the indemnifying Party assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory of a claim pursuant to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselthis Section 22.6, the indemnifying party Party shall not be liable control the settlement of all claims, in coordination with any insurer as required under the applicable insurance policies in Article 20 as to which it has assumed the defense; provided that to the extent the indemnifying Party, in relation to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereofinsurer, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If controls settlement: (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice such settlement shall include a dismissal of the action claim and an explicit release from the party bringing such claim or proceeding, that the indemnifying party will indemnify the indemnified party from other proceedings of all Indemnitees; and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to Party shall not conclude any settlement without the prior approval of the Indemnitee, which approval shall not be unreasonably withheld or delayed. 22.6.3 The Indemnitee shall provide the indemnified party with evidence acceptable reasonable assistance to the indemnified party that indemnifying Party when the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunderParty so requests, (iii) at the indemnifying party fails to defend diligently the Party’s expense, in connection with such legal action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party claim, including executing any powers-of-attorney or other indemnified parties which are different than those available to, or not available to, documents required by the indemnifying party; Party with regard to the defense or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforindemnity obligations.

Defense of Claims. In case any such action or proceeding If a claim for Losses (a “Claim”) is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, except as provided for in the next sentence, party claiming such indemnification will give written notice (a “Claim Notice”) to the indemnifying party shall be as soon as practicable after the party entitled to participate therein and assume indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article V. If any lawsuit or enforcement action is filed against any party entitled to the defense thereofbenefit of indemnity under this Agreement, jointly with any other indemnifying party, with counsel reasonably satisfactory written notice of such will be given to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof as promptly as practicable (and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for in any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, event within 15 days after the service of the citation or summons). The failure of any indemnified party has given to give timely notice of under this Agreement will not affect its rights to indemnification under this Agreement, except to the action or proceeding, extent that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or demonstrates actual damage caused by the claimsuch failure. After such notice, (ii) if the indemnifying party fails to provide the indemnified party with evidence acceptable acknowledges in writing to the indemnified party that the indemnifying party will have be obligated under the financial resources to defend against the claim terms of its indemnity under this Agreement in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails will be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same (unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, in which event the indemnified party will be entitled at the indemnifying party’s cost, risk and expense, to separate counsel of its own choosing) and (iii) to compromise or settle such claim, which compromise or settlement will be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 30 days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim will not be compromised or (v) if such settled without the written consent of the indemnifying party, which consent will not be unreasonably withheld, unless the proposed settlement involves only the payment of money damages by the indemnifying party. In the event the indemnified party reasonably shall have concluded (upon advice assumes the defense of its counsel) that, with respect to such claimsthe claim, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the indemnifying party shall be liable for settlement. The parties hereto will reasonably cooperate with each other in connection with any fees and expenses thereforsuch defense.

Defense of Claims. (a) Any Party seeking indemnification under Section 9.01 hereof (the “Indemnified Party”) will give the party from whom such indemnification is sought (the “Indemnifying Party”) prompt (which, in the case of any claim, investigation, action, suit or proceeding made or commenced by a third party for which indemnity is being sought, will be no later than ten Business Days following receipt by the Indemnified Party of written notice of such third party claim, investigation, action, suit or proceeding) notice of any claim, investigation, action, suit or proceeding with respect to which such indemnification is sought; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has been actually and materially prejudiced as a result of such failure (except that the Indemnifying Party will not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within five Business Days’ time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third party claim, investigation, action, suit or proceeding. In the case of any such action third party claim, investigation, action, suit or proceeding is brought against an indemnified party, except (other than as provided for in the next sentencebelow), the indemnifying Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense of, and subject to the other provisions of this Article IX, to the compromise or settlement of any third party shall be entitled claim, investigation, action, suit or proceeding unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party: (i) delivers a written confirmation to participate therein such Indemnified Party that the indemnification provisions of Section 9.01 are applicable to such claim, investigation, action, suit or proceeding and that the Indemnifying Party will indemnify such Indemnified Party in respect of such claim, investigation, action, suit or proceeding pursuant to the terms of Section 9.01, (ii) notifies such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof, jointly with any other indemnifying party, with and (iii) retains legal counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party Indemnified Party to such indemnified party of its election so to assume conduct the defense thereof and approval by the indemnified party of such counselclaim, investigation, action, suit or proceeding, in which case the indemnifying Indemnifying Party will be entitled to exercise full control of the defense, compromise or settlement of such third party shall not claim, investigation, action, suit or proceeding, except to the extent otherwise expressly provided herein. Notwithstanding anything herein to the contrary, in the case of any third party claim, investigation, action, suit or proceeding against DHC, New DHC or any of their respective Subsidiaries, DHC, New DHC or such Subsidiary, as applicable, will be liable entitled to exercise full control of the defense, compromise or settlement thereof. (b) If the Indemnifying Party so assumes the defense of any such indemnified party for claim, investigation, action, suit or proceeding in accordance herewith, then such Indemnified Party will cooperate with the Indemnifying Party in any legal expenses subsequently incurred by such indemnified party manner that the Indemnifying Party reasonably may request in connection with the defense, compromise or settlement thereof. If the Indemnifying Party so assumes the defense thereofof any such claim, other than costs of investigation, action, suit or proceeding, the Indemnified Party will have the right to employ separate counsel and the indemnified party shall be entitled to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such defense at its own expense. If counsel will be the expense of such Indemnified Party unless such Indemnified Party is a party to such claim, action, suit or proceeding, or a subject of such investigation, as applicable, and (i) the indemnifying party fails Indemnifying Party has agreed to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from pay such fees and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claimexpenses, (ii) any relief other than the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend payment of money damages is sought against the claim Indemnified Party or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of Indemnified Party has been advised by its counsel) counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which it that are different than from or additional to those available toto the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim, investigation, action, suit or proceeding (in either of which cases the Indemnifying Party will not available tohave the right to control the defense, compromise or settlement of such claim, investigation, action, suit or proceeding on behalf of the indemnifying party; Indemnified Party), and in any such case described in clauses (i), (ii) or (viii) if the reasonable fees and expenses of such indemnified separate counsel will be borne by the Indemnifying Party. No Indemnified Party will settle or compromise or consent to entry of any judgment with respect to any such claim, investigation, action, suit or proceeding for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, unless the Indemnifying Party had the right under this Section 9.03 to undertake control of the defense of such claim, investigation, action, suit or proceeding and, after reasonable notice, failed to do so. The Indemnifying Party will not, without the written consent of such Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such claim, investigation, action, suit or proceeding (x) in which any relief other than the payment of money damages is or may be sought against such Indemnified Party, (y) in which the amount of money damages contemplated to be paid in connection with such settlement, compromise or judgment, exceeds any dollar limitations on the Indemnifying Party’s obligations hereunder pursuant to Section 9.01 or (z) that does not include as an unconditional term thereof the giving by the claimant, party reasonably shall have concluded (upon advice conducting such investigation, plaintiff or petitioner to such Indemnified Party of its counsel) that, a release from all liability with respect to such claimsclaim, the indemnified party and the indemnifying party may have differentinvestigation, conflictingaction, suit or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforproceeding.

Defense of Claims. In the case of any claim for indemnification under Section 11.1 or 11.2 arising from a claim of a third party (including the IRS or any Governmental Authority), promptly upon receipt of notice or any knowledge of such claims, and in no case later than ten (10) days thereafter, an indemnified party shall give written notice, to the indemnifying party of any claim, suit or demand of which such indemnified party has knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right upon written notice to the indemnified party within thirty (30) days, after receipt of a request for indemnification from such party to defend and to direct the defense against any such action claim, suit or proceeding is brought demand, in its name and at its expense, and with counsel selected by the indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against an the indemnified party. If the indemnifying party elects to compromise or defend such claim, except as provided for the indemnified party shall, at the request and expense of the indemnifying party, cooperate in the next defense of such claim, suit or demand. If the indemnifying party elects not to pay, compromise or defend such claim or fails to notify or inform the indemnified party of its election as herein provided following a request therefrom, the indemnified party may pay, compromise or defend such claim. Except as set forth in the immediately preceding sentence, the indemnifying party shall be entitled have no indemnification obligations with respect to participate therein and assume the defense thereofany such claim, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval suit or demand that is settled by the indemnified party without the prior written consent of such counselthe indemnifying party (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnifying indemnified party shall not be liable required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such indemnified party for claim would result in the foreclosure of a Lien upon any legal expenses subsequently incurred of the property or assets then held by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party or where any delay in payment would have a Material Adverse Effect on the indemnified party. The indemnifying party’s right to direct the defense shall be entitled include the right to participate in compromise or enter into an agreement settling any claim by a third party; provided that no such defense at its own expense. If (i) the indemnifying party fails to notify compromise or settlement shall obligate the indemnified party in writing, within 15 days after to agree to any settlement which requires the taking of any action by the indemnified party has given notice other than the delivery of a release, except with the action or proceeding, that the indemnifying party will indemnify consent of the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, (such consent not to be unreasonably withheld or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable delayed). Except as expressly provided herein to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such casecontrary, the indemnified party shall have the right to assume participate at its sole cost and expense in the defense of any claim, suit or continue its own defense and demand with counsel selected by it subject to the indemnifying party party’s right to direct the defense. The fees and disbursements of such counsel shall be liable for any fees and expenses thereforat the expense of the indemnified party.

Defense of Claims. In case (a) If any Action by a third party arises after the Closing Date for which any party hereto may be liable under the terms of this Agreement, then the party entitled to indemnification shall notify the indemnifying party within a reasonable time after such claim or action or proceeding arises and is brought against an known to the indemnified party, except as provided for and shall give the indemnifying party a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnified party; (ii) to take all other required steps or proceedings to settle or defend any such Action; and (iii) to employ counsel to contest any such Action in the next sentencename of the indemnified party or otherwise. The expenses of all proceedings, contests or lawsuits with respect to such Actions shall be borne by the indemnifying party. If the indemnifying parties wish to assume the defense of such Action, then the indemnifying party shall be entitled give written notice to participate therein the indemnified parties within 30 days after notice from the indemnified parties of such Action (unless the Action reasonably requires a response in less than 30 days after the notice is given, in which event they shall notify the indemnified parties as soon as possible but in no event less than 10 days prior to the required response date), and the indemnifying party shall thereafter assume the defense thereof, jointly with of any other indemnifying party, with such Action through counsel reasonably satisfactory to the indemnified parties; provided, that the indemnified parties may participate in such indemnified defense at their own expense. The defense and settlement of the Action shall be controlled by the indemnifying party, it being understood and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, agreed that the indemnifying party shall use its best efforts to avoid taking any action that would significantly prejudice or harm any of the indemnified parties or any of their businesses, assets or properties. (b) If the indemnifying parties do not be liable assume the defense of, or if after so assuming the indemnifying parties fail to defend, any such Action, then the indemnified party parties may defend against such Action in such manner as they may deem appropriate (provided that the indemnifying parties may participate in such defense at their own expense) and the indemnified parties may settle such Action on such terms as they may deem appropriate, and the indemnifying parties shall promptly reimburse the indemnified parties for any the amount of all expenses, legal expenses subsequently and otherwise, reasonably and necessarily incurred by such the indemnified party parties in connection with the defense thereof, other than costs against and settlement of investigation, and the indemnified party shall be entitled to participate in such defense at its own expenseAction. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice no settlement of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available toAction is made, the indemnifying party; or (v) if such indemnified party reasonably parties shall have concluded (upon advice of its counsel) that, satisfy any judgment rendered with respect to such claimsAction, before the indemnified parties are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the indemnified parties in the defense of such Action. (c) If a judgment is rendered against any of the indemnified parties in any Action covered by the indemnification hereunder, or any Lien in respect of such judgment attaches to any of the assets of any of the indemnified parties, the indemnified party indemnifying parties shall immediately upon such entry or attachment pay such judgment in full or discharge such Lien unless, at the expense and direction of the indemnifying party may have differentparties, conflicting, an appeal is taken under which the execution of the judgment or adverse legal positions or interests then, satisfaction of the Lien is stayed. If and when a final judgment is rendered in any such caseAction, the indemnifying parties shall forthwith pay such judgment or discharge such Lien before any of the indemnified party shall have the right parties is compelled to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefordo so.

Defense of Claims. In case the event of any claim, threat, liability, tax, interest, fine, penalty, suit, action, proceeding, demand, damage, loss, cost or expense with respect to which indemnity is or may be sought hereunder (an "Indemnity Claim"), the indemnified party shall promptly notify the indemnifying party in writing of such action or proceeding is brought against an Indemnity Claim, specifying in reasonable detail the Indemnity Claim and the circumstances under which it arose. The indemnifying party may elect to assume the defense of such Indemnity Claim, at its own expense, by written notice to the indemnified partyparty given within ten (10) days after the indemnifying party receives written notice of the Indemnity Claim, except as provided for in the next sentence, and the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with promptly engage counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party to direct and conduct such defense; provided, however, that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue engage its own counsel, at its own expense, to participate in such defense. In the event the indemnifying party does not so elect to assume the defense of such Indemnity Claim in the manner specified above, or if, in the reasonable opinion of counsel to the indemnified party, there are defenses available to the indemnified party which are different from or additional to those available to the indemnifying party or which give rise to a material conflict between the defense of the indemnified party and of the indemnifying party, then upon notice to the indemnifying party, the indemnified party may elect to engage separate counsel to conduct its defense, at the expense of the indemnifying party. In the event the indemnifying party assumes the defense of any Indemnity Claim, it may at any time notify the indemnified party of its intention to settle, compromise or satisfy such Indemnity Claim and may make such settlement, compromise or satisfaction (at its own expense) unless within twenty (20) days after the giving of such written notice the indemnified party shall give written notice to the indemnifying party of its intention to assume the defense of the Indemnity Claim, in which event the indemnifying party shall be liable for relieved of its duty hereunder to indemnify the indemnified party. Unless the indemnified party shall have given the notice referred to in the preceding sentence, (i) the indemnified party shall not consent to or make any fees settlement, compromise or satisfaction with respect to the Indemnity Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, and expenses therefor(ii) any settlement, compromise or satisfaction made by the indemnifying party with respect to such Indemnity Claim shall be deemed to have been consented to by and shall be binding upon the indemnified party.

Defense of Claims. In case connection with any such action claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is brought against an indemnified party, except as provided for in the next sentencenot a party to this Agreement, the indemnifying party shall be entitled to participate therein at its sole cost and assume the defense thereof, jointly with any other indemnifying party, expense and with counsel reasonably satisfactory to such the indemnified party may, upon written notice to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of any such counsel, the indemnifying party shall not be liable to such indemnified party for any claim or legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If proceeding if (ia) the indemnifying party fails acknowledges to notify the indemnified party in writing, within 15 fifteen (15) days after receipt of notice from the indemnified party has given notice of the action or proceedingparty, that the indemnifying party will its obligations to indemnify the indemnified party from and against with respect to all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the elements of such claim, (iib) the indemnifying party fails to provide provides the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the such third-party claim or proceeding and fulfill its indemnification obligations hereunder, (iiic) the indemnifying third-party fails to defend diligently claim involves only money damages and does not seek an injunction or other equitable relief and (d) settlement or an adverse judgment of the action or proceeding within 10 days after receiving notice third-party claim is not, in the good faith judgment of such failure from such the indemnified party; (iv) such , likely to establish a pattern or practice adverse to the continuing business interests of the indemnified party. The indemnified party reasonably shall have concluded be entitled to participate in (upon advice but not control) the defense of any such action, with its counsel) counsel and at its own expense; provided, however, that if there may be are one or more legal defenses available to such the indemnified party or other indemnified parties which are different than that conflict with those available toto the indemnifying party, or if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the indemnified party that it believes the indemnifying party has failed to do so, the indemnified party may assume the defense of such claim; provided, further, that the indemnified party may not available tosettle such claim without the prior written consent of the indemnifying party, which consent may not be unreasonably withheld. If the indemnified party assumes the defense of the claim, the indemnifying party; or (v) if such party shall reimburse the indemnified party reasonably shall have concluded (upon advice on a monthly basis for the reasonable fees and expenses of its counsel) that, with respect to such claims, counsel retained by the indemnified party and the indemnifying party may have differentshall be entitled to participate in (but not control) the defense of such claim, conflicting, with its counsel and at its own expense. If the indemnifying party thereafter seeks to question the manner in which the indemnified party defended such third party claim or adverse legal positions the amount or interests then, in nature of any such casesettlement, the indemnified indemnifying party shall have the right burden to assume prove by a preponderance of the evidence that the indemnified party did not defend or continue its own settle such third party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the proper and adequate defense and the indemnifying party shall be liable for of any fees and expenses thereforaction, suit or proceeding, whether or not subject to indemnification hereunder.

Defense of Claims. In case the event of any claim, threat, liability, tax, interest, fine, penalty, suit, action, proceeding, demand, damage, loss, cost or expense with respect to which indemnity is or may be sought hereunder (an "Indemnity Claim"), the indemnified party shall promptly notify the indemnifying party of such action or proceeding is brought against an Indemnity Claim, specifying in reasonable detail the Indemnity Claim and the circumstances under which it arose. The indemnifying party may elect to assume the defense of such Indemnity Claim, at its expense, by written notice to the indemnified partyparty given within 10 days after the indemnifying party receives notice of the Claim, except as provided for in the next sentence, and the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with promptly engage counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party to direct and conduct such defense; provided, however, that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue engage its own counsel, at its own expense, to participate in such defense. In the event the indemnifying party does not so elect to assume the defense of such Indemnity Claim in the manner specified above, or if, in the reasonable opinion of counsel to the indemnified party, there are defenses available to the indemnified party which are different from or additional to those available to the indemnifying party or which give rise to a material conflict between the defense of the indemnified party and of the indemnifying party, then upon notice to the indemnifying party, the indemnified party may elect to engage separate counsel to conduct its defense, at the expense of the indemnifying party, and the indemnifying party shall not have the right to direct or conduct such defense. 14.3.1. In the event the indemnifying party assumes the defense of any Indemnity Claim, it may at any time notify the indemnified party of its intention to settle, compromise or satisfy such Indemnity Claim and may make such settlement, compromise or satisfaction (at its own expense) unless within 20 days after the giving of such notice the indemnified party shall give notice of its intention to assume the defense of the Indemnity Claim, in which event the indemnifying party shall be liable for relieved of its duty hereunder to indemnify the indemnified party. Unless the indemnified party shall have given the notice referred to in the preceding sentence, (i) the indemnified party shall not consent to or make any fees settlement, compromise or satisfaction with respect to the Indemnity Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, and expenses therefor(ii) any settlement, compromise or satisfaction made by the indemnifying party with respect to such Indemnity Claim shall be deemed to have been consented to by and shall be binding upon the indemnified party.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in Subject to the next sentence, the indemnifying party shall have the right, at its option and expense, to assume any Defense of any Claim, provided that within thirty (30) days of receiving the notice with respect to such Claim pursuant to the above notice provision (of which such shorter period of time as an answer to or other responsive action may be entitled to participate therein and assume required), the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory by notice delivered to such the indemnified party, elects to assume such Defense and after notice from each indemnifying party acknowledges its obligation hereunder to indemnify the indemnified party with respect to such Claim. Notwithstanding the foregoing, the indemnifying party to such indemnified party of its election so shall not have the right to assume the defense thereof and approval by Defense of any Claim if (a) representation of both the indemnified party and indemnifying party by the same counsel would be prohibited by rules or regulations governing the professional conduct of such counselcounsel due to actual or potential differing interests between them; (b) the indemnified party determines in good faith that there is a significant possibility that such Claim may materially and adversely affect it or its Affiliates other than as a result of monetary damages; or (c) the indemnified party determines in good faith that the indemnifying party has insufficient financial resources to satisfy any monetary damages reasonably likely to result from such Claim. If the indemnifying party has assumed the Defense of a Claim in accordance with SECTION 8.4 hereof, then the following shall apply: (i) except as provided in clause (v) herein the indemnified party shall have the right to participate and assist in, but not control, the Defense of such Claim and to employ its own counsel in connection therewith; (ii) except as provided in clause (v) herein the indemnifying party shall not be liable to such the indemnified party for any legal the fees or expenses subsequently of the indemnified party's counsel or other expenses incurred by such the indemnified party in connection with participating in the defense thereofDefense of such Claim, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, except that the indemnifying party will indemnify the indemnified party from shall be liable for any such fees and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable expenses incurred prior to the indemnified party time that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, assumed such Defense; (iii) counsel used by the indemnifying party fails to defend diligently in connection with the action or proceeding within 10 days after receiving notice Defense of such failure from such Claim shall be reasonably satisfactory to the indemnified party; ; (iv) such indemnified party reasonably shall have concluded except as provided in clause (upon advice of its counselv) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available toherein, the indemnifying party; party shall have no liability with respect to any compromise or settlement of such Claim effected without its consent, which consent shall not be unreasonably withheld; (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have differentshall fail or omit to diligently prosecute the Defense of such Claim, conflicting, or adverse legal positions or interests then, in any such case, then (a) the indemnified party shall have the right to assume or continue its own defense control the Defense of such Claim, (b) the indemnifying party shall be liable to the indemnified party for the fees and expenses of the indemnified party's counsel and other expenses incurred by the indemnified party in connection with the Defense of such Claim and (c) the indemnifying party shall be liable for any fees settlement of such Claim effected by the indemnified party; and (vi) the indemnifying party shall not effect any compromise or settlement of such Claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, unless such compromise or settlement includes a full release of the indemnified party, neither the indemnified party's business nor its name nor the business or name of any of its Affiliates will be damaged by such settlement, and expenses thereforsuch settlement is limited strictly to monetary damages. If the indemnifying party does not assume the Defense of a Claim (whether because it elects not to or has no right to) the following shall apply: (i) the indemnifying party shall have the right, as its sole cost and expense, to participate in, but not control, the Defense of such Claim and to employ its own counsel in connection therewith; and (ii) the indemnifying party shall have no liability with respect to any compromise or settlement of such Claim effected without its consent, which shall not be unreasonably withheld.

Defense of Claims. Promptly after receipt by an indemnified party under Section 11.1 above of notice of the commencement of any action for which it may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided, that the failure of any indemnified party to give such notice shall not relieve the indemnifying party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that such failure has materially and adversely prejudiced the indemnifying party. In case any such action or proceeding is brought against an any indemnified party, except as provided for in the next sentence, the party indemnifying party shall will be entitled to participate therein and assume and, to the defense thereofextent that it wishes, jointly with any other indemnifying partyparty similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provide, however, that if the defendants in any such action include both the indemnified party and after the indemnifying party and the indemnified party has reasonably concluded that there may be one or more legal defenses available to it or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party will not have the right to assume the defense of such action on behalf of such indemnified party and such indemnified party will have the right to select separate counsel to defend such action on behalf of such indemnified party. After such notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the such indemnified party of counsel appointed to defend such counselaction, the indemnifying party shall will not be liable to such indemnified party under this Section 11 for any legal expenses or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If unless (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of employed separate counsel in accordance with the action provision to the next preceding sentence or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide has authorized the employment of counsel for the indemnified party with evidence acceptable to at the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice expense of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such . Nothing in this Section 11.3 precludes an indemnified party reasonably shall have concluded (upon advice from participating at its own expense in the defense of its counsel) that, with respect to any such claims, the indemnified party and action so assumed by the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforparty.

Defense of Claims. In case If a party hereto seeks indemnification under this Article 10, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such action or proceeding is brought against an indemnified partyclaim for indemnification, except as provided for in describing the next sentenceclaim, the indemnifying party shall be entitled to participate therein amount thereof (if known and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigationquantifiable), and the indemnified basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 10, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party's claim for indemnification at its expense, and at its option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense at its own expense. If with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party's right to assume control of such defense, it must first: (a) enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for all Losses relating to such claims and that it will provide full indemnification to the Indemnified Party for all Losses relating to such claim; and (b) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any such liability; and, provided, further, that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claimseeks non-monetary relief, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim involves criminal or proceeding and fulfill its indemnification obligations hereunderquasi-criminal allegations, (iii) involves a claim to which the indemnifying party fails Indemnified Party reasonably believes an adverse determination would be detrimental to defend diligently or injure the action Indemnified Party's reputation or proceeding within 10 days after receiving notice of such failure from such indemnified party; future business prospects, or (iv) such indemnified party reasonably shall have concluded (involves a claim which, upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available topetition by the Indemnified Party, the indemnifying party; appropriate court rules that the Indemnifying Party failed or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect is failing to such claimsvigorously prosecute or defend. If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Indemnified Party shall have the right to assume or continue its own employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense and thereof, but the indemnifying party shall be liable for any fees and expenses thereforof such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnified Party has been advised by legal counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party. If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim, if (i) pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against the Indemnified Party, (ii) if such settlement does not expressly unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice or (iii) such settlement would have an adverse impact on the liability of the Seller for Taxes for any taxable period (or portion thereof) beginning after the Closing Date.

Defense of Claims. In case any such action or proceeding If a claim for Losses (a "CLAIM") is brought against to be made by an indemnified party, except as provided for such indemnified party shall give written notice (a "CLAIM NOTICE") to (i) the 33 Holder Representative in the next sentencecase of indemnification pursuant to Section 9.2(a) and (ii) the Surviving Corporation in the case of indemnification pursuant to Section 9.2(b) (the recipient of such notice referred to below as the "INDEMNIFYING PARTY"), in either case as soon as practicable after such indemnified party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article IX. If any lawsuit or other action is filed or instituted against any indemnified party with respect to a matter subject to indemnity hereunder, notice thereof (a "THIRD PARTY NOTICE") shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent of actual damage caused by such failure. After receipt of a Third Party Notice, the indemnifying party shall be entitled entitled, if it so elects, (i) to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action, jointly with any other (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with counsel reasonably satisfactory to such the written consent of the indemnified party, and after notice from such consent not to be unreasonably withheld. The indemnified party shall cooperate in all reasonable respects with the indemnifying party to and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the indemnified party may, at its own cost, participate in the investigation, trial and defense of its election so such lawsuit or action and any appeal arising therefrom. The parties shall also cooperate with each other in any notifications to insurers. If the indemnifying party fails to assume the defense thereof and approval by of such claim within fifteen (15) calendar days after receipt of the Third Party Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such counselclaim and the indemnifying party shall have the right to participate therein at its own cost; PROVIDED, HOWEVER, that such claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the indemnifying party shall not be liable to such indemnified party for the reasonable fees and expenses of more than one separate firm of attorneys at any time for any legal expenses subsequently incurred and all indemnified parties (which firm shall be designated in writing by such indemnified party or parties) in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in any one such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice arising out of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one the same general allegations or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforcircumstances.

Defense of Claims. In case If any action or proceeding (including any governmental investigation or inquiry by any Authority) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought from an indemnifying party, such indemnified party shall promptly notify the indemnifying party in writing, and the indemnifying party may, in its sole discretion, promptly upon receipt of such notice, assume the defense thereof, including the employment of counsel satisfactory to such indemnified party and the payment of all expenses. The indemnifying party shall not, except with the written consent of the indemnified party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of an unconditional release from all liability in respect of such third party claim or demand. If the indemnifying party elects to assume the defense of any such action of proceeding, the indemnified party shall have the right, in its sole discretion, to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless (a) the indemnifying party has agreed to pay such fees and expenses or (b) the indemnifying party shall have elected not to assume the defense of such action or proceeding or shall have failed to promptly assume the defense of such action or proceeding or shall have failed to employ counsel satisfactory to such indemnified party in any such action or proceeding is brought against an or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such indemnified party, except as provided for in party and the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) been advised by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or party (v) in which case, if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and notifies the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such casewriting that it elects to employ separate counsel at the expense of the indemnifying party, the indemnified indemnifying party shall not have the right to assume the defense of such action or continue its own defense and proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall be liable for not, in connection with any fees and expenses therefor.one such action or

Defense of Claims. In Subject to Section 7.3 below with respect to certain Tax Claims, in the case of any such action claim for indemnification under this Article 6 arising from a claim of a third party (including the IRS or proceeding is brought against any Governmental Authority), an indemnified partyparty shall give prompt written notice and, except as provided for in subject to the next following sentence, in no case later than 20 days after the indemnified party’s receipt of notice of such claim, to the indemnifying party shall be entitled to participate therein and assume the defense thereofof any claim, jointly with any other indemnifying party, with counsel reasonably satisfactory to suit or demand of which such indemnified partyparty has Knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not, and after notice from however, relieve the indemnifying party to such indemnified party of its election so indemnification obligations except to assume the extent that the indemnifying party is actually harmed thereby. 6.6.1 The indemnifying party shall have the right to defend and to direct the defense thereof against any such claim, suit or demand, at its expense, and approval with counsel selected by the indemnifying party and reasonably acceptable to the indemnified party of unless such counselclaim, suit or demand seeks an injunction or other equitable relief against the indemnified party; provided, however, the indemnifying party shall not be liable have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party for any legal expenses subsequently incurred by or contests, in whole or in part, its indemnification obligations therefor. If the indemnifying party elects, and is entitled, to compromise or defend such claim, it shall within 30 days after receipt of notice of such claim from the indemnified party in connection with (or sooner, if the defense thereof, other than costs nature of investigationthe claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall be entitled to participate shall, at the request and expense of the indemnifying party, cooperate in the defense of such defense at its own expenseclaim, suit or demand. If (i) the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses (other than in writinggood faith) to acknowledge or contests its obligation to indemnify under this Agreement, within 15 days after (i) the indemnified party has given notice may pay, compromise or defend such claim, (ii) the indemnifying party shall reimburse the indemnified party promptly and periodically for the costs and expenses costs of the action or proceedingdefending against such claim (including reasonable attorneys’ fees and expenses), that and (iii) the indemnifying party will indemnify the indemnified party from and against all remain responsible for any Losses the indemnified party may suffer resulting from, arising out of, relating to, to such claim to the fullest extent provided in this Article 6. Except as set forth in the nature ofimmediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such claim, suit or caused demand which shall be settled by the claimindemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. 6.6.2 The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party without the prior written consent of the indemnified party; provided that such settlement (i) is solely for monetary damages paid wholly by the indemnifying party, (ii) the indemnifying party fails to provide includes an unconditional release of the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunderfrom all Liability arising out of such claim, (iii) does not contain any admission or statement of or suggesting any wrongdoing or Liability by or on behalf of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; , and (iv) such indemnified party reasonably shall have concluded (upon advice does not contain any equitable order, judgment or term which in any manner affects, restrains, or interferes with the business of its counsel) that there may be one or more legal defenses available to such the indemnified party or other any of the indemnified parties which are different than those available to, or not available to, party’s Affiliates. Notwithstanding the indemnifying party; ’s right to compromise or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) thatsettle in accordance with this Section 6.6.2, with respect to such claims, the indemnified party and the indemnifying party may have differentnot settle or compromise any claim over the objection of the indemnified party; provided, conflictinghowever, that consent by the indemnified party to settlement or adverse legal positions compromise shall not be unreasonably withheld or interests then, in any such case, the delayed. 6.6.3 The indemnified party shall have the right to assume participate in the defense of any claim, suit, or continue its own defense and demand with counsel selected by it subject to the indemnifying party party’s right to direct the defense. The fees and disbursements of such counsel shall be liable for at the expense of the indemnified party; provided, however, that, in the case of any claim, suit or demand which seeks injunctive or other equitable relief against the indemnified party, the fees and expenses therefordisbursements of such counsel shall be at the expense of the indemnifying party.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a “Claim”) is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall, subject to Section 10.2, give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.3. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for to the extent that such failure adversely affects the ability of the indemnifying party to defend its interests in the next sentencesuch claim, suit or proceeding. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party’s cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld. If the indemnifying party fails to assume the defense of such Claim within thirty (30) calendar days after receipt of the Claim Notice, the indemnified party against which such Claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or (v) if such settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party reasonably shall have concluded (upon advice assumes the defense of its counsel) that, with respect to such claimsthe claim, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.3 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.5. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; , and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within fifteen (v15) if such indemnified party reasonably shall have concluded (upon advice calendar days after receipt of its counsel) that, with respect to such claimsthe Claim Notice, the indemnified party and against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party may have different, conflicting, or adverse legal positions or interests then, in any such caseassumes the defense of the claim, the indemnified party shall have will keep the right to assume indemnifying party reasonably informed of the progress of any such defense, compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 6.5 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall, give written notice (a "Claim Notice") to the indemnifying party promptly after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 8.2. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within ten (10) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder for any purpose shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party has been damaged by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably acceptable to the indemnified party, to handle and defend diligently the same unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (ivincluding any impleaded parties) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld. If the indemnifying party fails to assume the defense of such lawsuit or action within fifteen (15) calendar days after receipt of the Claim Notice, the indemnified party against which such lawsuit or action has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such lawsuit or action on behalf of and for the account and risk of the indemnifying party; provided, however, that such lawsuit or (v) if such action shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnified party reasonably shall have concluded (upon advice settles or compromises such lawsuit or action without the prior written consent of its counsel) thatthe indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such claimslawsuit or action. In the event the indemnified party assumes the defense of the lawsuit or action, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 8.2 and for any final judgment (subject to any right of appeal) and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case If any lawsuit or enforcement action is ----------------- filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) days after the service of the citation or summons); that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such action or proceeding is brought against an indemnified partyfailure. After such notice, except as provided for in the next sentence, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend against the claim or proceeding same, at the indemnifying party's cost, risk and fulfill its indemnification obligations hereunder, expense unless (iiii) the indemnifying party fails has failed to defend diligently assume the defense of such action or proceeding within 10 days after receiving notice or (ii) the named parties to such action or proceeding include both of such failure from such indemnified party; (iv) such the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, and to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not available toto be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of the claim pursuant to this Section 9.3, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; that such claim shall not be compromised or (v) if such settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party reasonably shall have concluded (upon advice assumes defense of its counsel) that, with respect to such claimsthe claim, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 9.3 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement of judgment.

Defense of Claims. In case any such action or proceeding If a claim for Damages is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party entitled to such indemnification shall give written notice to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 11.2.3 Such notice shall set forth, with reasonable specificity, the facts, conditions, or events which may give rise to Damages for which indemnification may be sought under this Section 11.2.3 If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) days after the service of the citation or summons); provided, that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice terms of its counsel) that there may be one indemnity hereunder in connection with such lawsuit or more legal defenses available to such indemnified party or other indemnified parties which are different than those available toaction, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and then the indemnifying party shall be liable for entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any fees appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in the investigation, trial and expenses therefordefense of such lawsuit or action and any appeal arising therefrom.

Defense of Claims. In case If any such action or proceeding is (including any governmental investigation or inquiry) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought from an indemnifying party, except as provided for such indemnified party shall promptly notify the indemnifying party in the next sentence50 writing, and the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with including the employment of counsel reasonably satisfactory to such indemnified party, party and after notice from the indemnifying party to such payment of all expenses. Such indemnified party of its election so shall have the right to assume the defense thereof employ separate counsel in any such action and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party participate in connection with the defense thereof, other than costs but the fees and expenses of investigation, and such counsel shall be the expense of such indemnified party shall be entitled to participate in such defense at its own expense. If unless (i) the indemnifying party fails has agreed to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action pay such fees and expenses or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails shall have failed to provide assume the defense of such action or proceeding or shall have failed to employ counsel reasonably satisfactory to such indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim in any such action or proceeding and fulfill its indemnification obligations hereunder, or (iii) the indemnifying party fails named parties to defend diligently the any such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (ivincluding any impleaded parties) include both such indemnified party reasonably and the indemnifying party, and such indemnified party shall have concluded (upon advice of its counsel) been advised by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or party (v) in which case, if such indemnified party reasonably shall have concluded (upon advice notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of its counsel) that, with respect to such claimsthe indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such indemnified party and any other indemnified parties, which firm shall be designated in writing to the indemnifying party may have differentby such indemnified parties). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent, conflictingbut if settled with its written consent (which shall not be unreasonably withheld), or adverse legal positions or interests then, if there be a final judgment for the plaintiff in any such caseaction or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified party parties from and against any loss or liability by reason of such settlement or judgment. Notwithstanding anything herein to the contrary, Shareholders shall have the right to assume control the conduct of any audit or continue its own defense and the indemnifying party shall be liable proceeding with respect to Taxes involving such Subject Company for any fees period or periods prior to and expenses thereforincluding the Closing Date so long as such audit or proceeding either (i) will not result in any Tax being assessed against any Subject Company for the period or periods prior to and including the Closing Date or (ii) the Shareholders have indemnified Buyer against any liabilities for any Tax being assessed against any Subject Company for the period or periods prior to and including the Closing Date.

Defense of Claims. In case any If a claim for indemnification (a "Claim") is to be made by a Buyer Indemnified Party or a Seller Indemnified Party, as applicable (each in such action or proceeding is brought against capacity, an "indemnified party"), except such indemnified party shall give written notice (a "Claim Notice") to Seller or Buyer, as provided applicable (each in such capacity, an "indemnifying party"), as soon as practicable after such indemnified party becomes aware of any fact, condition or event which may give rise to any Loss for in the next sentencewhich indemnification may be sought under this Article VIII. If any lawsuit or enforcement action is filed by a third party against any indemnified party hereunder, notice thereof (a "Third Party Notice") shall be given to the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with as promptly as practicable. The failure of any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party give timely notice hereunder shall not be liable affect rights to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with indemnification hereunder, except to the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, extent that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or demonstrates actual damage caused by the claimsuch failure. After receipt of a Third Party Notice, (ii) if the indemnifying party fails to provide the indemnified party with evidence acceptable acknowledges in writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects: (a) to take control of the defense and investigation of such lawsuit or action, (b) to employ and engage attorneys of its own choice (provided that such attorneys are reasonably satisfactory to the indemnified party) to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, which case the indemnified party shall have the right to assume retain one (1) separate counsel at the cost and expense of the indemnifying party, and (c) to compromise or continue settle such claim if such compromise or settlement involves only the payment of money damages (otherwise, such compromise or settlement shall be made only with the written consent of the indemnified party, which consent shall not be unreasonably withheld). The indemnified party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the indemnified party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall also cooperate with each other in any notifications to insurers. If the indemnifying party fails to assume the defense of such claim within fifteen (15) Business Days after receipt of the Third Party Notice, the indemnified party against which such claim has been asserted will have the right to undertake the defense, compromise or settlement of such claim with counsel of its own choice, at the cost and expense of the indemnified party, and the indemnifying party shall have the right to participate therein at its own cost; provided, however, that such claim shall not be liable for compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any fees and expenses thereforsuch defense, compromise or settlement.

Defense of Claims. In case If any lawsuit or enforcement action is filed against any Party entitled to the benefit of indemnity hereunder, written notice thereof describing such lawsuit or enforcement action in reasonable detail and indicating the amount (estimated, if necessary) or good faith estimate of the reasonably foreseeable estimated amount of Damages (which estimate shall in no way limit the amount of indemnification the indemnified Party is entitled to receive hereunder), shall be given to the indemnifying Party as promptly as practicable (and in any event within ten (10) days, after the service of the citation or summons); provided, that the failure of any indemnified Party to give timely notice shall not affect its or his rights to indemnification hereunder to the extent that the indemnified Party demonstrates that the amount the indemnified Party is entitled to recover exceeds the actual damages to the indemnifying Party caused by such failure to so notify within ten (10) days. After such notice, if the indemnifying Party elects to compromise or defend any such asserted liability (and without being deemed to have admitted any liability for indemnification hereunder), then the indemnifying Party shall be entitled, if he or it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of his or proceeding is brought against an its own choice to handle and defend the same, at the indemnifying Party's sole cost, risk and expense, and such indemnified partyParty shall cooperate in all reasonable respects, except as provided for at the indemnifying Party's sole cost, risk and expense, with the indemnifying Party and such attorneys in the next sentenceinvestigation, trial, and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified Party may, at its or his own cost, risk and expense, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the indemnifying party Party promptly notifies the indemnified Party that it or he intends to defend the claim shall be entitled to participate therein and assume the defense thereofnot pay, jointly with any other indemnifying party, with counsel reasonably satisfactory to settle or compromise such indemnified party, and after notice from claim without the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counselParty's consent, the indemnifying party which consent shall not be liable unreasonably withheld. If the indemnifying Party elects not to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with defend the defense thereof, other than costs claim of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify Party, the indemnified party in writingParty may, within 15 days after but shall not be obligated to defend, or the indemnified party has given notice of the action Party may compromise or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, settle (iiexercising reasonable business judgment) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding other matter on behalf, for the account, and fulfill its indemnification obligations hereunderat the risk, (iii) of the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforParty.

Defense of Claims. In case If a claim for Losses (a "Claim") is to be ----------------- ----- made by an Indemnified Party, such Indemnified Party shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after such ------------ Indemnified Party becomes aware of any such fact, condition or event which may give rise to Losses for which indemnification may be sought under this Section 9. If any lawsuit or enforcement action is filed against any Indemnified Party hereunder, notice thereof (a "Third Party Notice") shall be given to the ------------------ indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or proceeding is brought against an summons). The failure of any indemnified partyparty to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After receipt of a Third Party Notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; , and (iii) to compromise or (v) if settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. The indemnified party reasonably shall have concluded (upon advice cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of its counsel) that, with respect to such claims, lawsuit or action and any appeal arising therefrom; and the indemnified party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom and appoint its own counsel therefor, at its own cost. The parties shall also cooperate with each other in any notifications to insurers. If the indemnifying party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Third Party Notice, the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue participate therein at its own cost; provided, however, that such claim shall not be compromised or settled without -------- ------- the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes the defense and of the claim the Indemnified Party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the indemnifying party shall not be liable for any the reasonable fees and expenses thereforof more than one separate firm of attorneys at any time for any and all Indemnified Parties (which firm shall be designated in writing by such Indemnified Party or Parties) in connection with any one such action or proceeding arising out of the same general allegations or circumstances.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "CLAIM") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, except the party claiming such indemnification shall give written notice (a "CLAIM NOTICE") to the indemnifying party as provided soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for in which indemnification may be sought under this Section 9.7. If any lawsuit or enforcement action is filed against any party entitled to the next sentencebenefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as reasonably practicable. The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except, and only, to the extent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld. In the event the indemnifying party elects to assume control of the defense and investigation of such lawsuit in accordance with this Section 9.7(d), the indemnified party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the indemnifying party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted shall (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; PROVIDED, HOWEVER, that such Claim shall not be compromised or (v) if such indemnified party reasonably settled without the written consent of the indemnifying party, which consent shall have concluded (upon advice of its counsel) that, with respect to such claims, not be unreasonably withheld. In the event the indemnified party and assumes the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such casedefense of the claim, the indemnified party shall have keep the right to assume indemnifying party reasonably informed of the progress of any such defense, compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 9.7 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages that are subject to indemnification under this Section 9.7 by reason of such settlement or judgment.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a “Claim”) is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 8.6. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, in which event the indemnified party and shall be entitled, at the indemnifying party may party’s cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, however, if the remediation or resolution of any such Claim is reasonably expected to have differentan adverse effect on the indemnified party’s business operations, conflicting, or adverse legal positions or interests then, in any such casenotwithstanding the foregoing, the indemnified party shall be entitled to control such remediation or resolution, and to compromise or settle such Claim. If the indemnifying party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to assume undertake, at the indemnifying party’s cost and expense, the defense, compromise or continue its own settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes the defense and of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 8.6 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment. Notwithstanding anything to the contrary contained in this Agreement, in the event that the indemnified party had a reasonable opportunity, but failed in good faith to mitigate any Damages with respect to any claim, including the failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-off or indemnity, amounts of indemnity payable to such indemnified party shall be reduced by the amount by which such indemnified party could have reduced such loss had such indemnified party not failed to use commercially reasonable efforts to mitigate such Damages.

Defense of Claims. In case If any claim, demand, lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event not less than fifteen (15) days prior to any hearing date or other date by which action must be taken) except in cases where the indemnified party has less than sixteen (16) days prior notice of such hearing or action which must be taken. The indemnifying party shall have no obligation pursuant to this Agreement if the indemnified party fails to provide notice to the indemnifying party of the claims, demand, or proceeding is brought against an lawsuit unless the indemnified party, except as provided for in party can show that the next sentenceindemnifying party was not prejudiced by the failure to provide such notice. After such notice, the indemnifying party shall be entitled entitled, if it so elects, to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying party's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with counsel reasonably satisfactory to the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The indemnifying party shall not, without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and after notice from indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by the indemnifying party to and includes an unconditional release of such indemnified party of its election so to assume from all liability on claims that are the defense thereof and approval by the indemnified party subject matter of such counselproceeding. Notwithstanding the above paragraph, JOY or NIII, as the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereofcase may be, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume defend (using counsel reasonably acceptable to Seller) any suit, action, proceeding or continue claim where Seller has an indemnity obligation pursuant to Section 8.1(d). Purchaser and JOY or NIII, as the case may be, shall promptly inform the Seller of such suit, action, proceeding or claim. Seller shall have the right through counsel of its choice to participate in the defense, at its own defense cost. Seller shall have no obligation to indemnify any party for any settlement made of any suit, action proceeding or claim for any settlement and the indemnifying party shall be liable for any accompanying legal fees and expenses thereforincurred if the Seller did not agree to such settlement.

Defense of Claims. In case If any claim, demand, lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event not less than fifteen (15) days prior to any hearing date or other date by which action must be taken) except in cases where the indemnified party has less than sixteen (16) days prior notice of such hearing or action which must be taken. The indemnifying party shall have no obligation pursuant to this Agreement if the indemnified party fails to provide notice to the indemnifying party of the claims, demand, or proceeding is brought against an lawsuit unless the indemnified party, except as provided for in party can show that the next sentenceindemnifying party was not prejudiced by the failure to provide such notice. After such notice, the indemnifying party shall be entitled entitled, if it so elects, to participate therein and assume take control of the defense thereofand investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other at the indemnifying party's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at its cost, risk and expense, with counsel reasonably satisfactory to the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The indemnifying party shall not, without the prior written consent of the indemnified party, effect any settlement of any proceeding in respect of which any indemnified party is a party and after notice from indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by the indemnifying party to and includes an unconditional release of such indemnified party of its election so to assume from all liability on claims that are the defense thereof and approval by the indemnified party subject matter of such counselproceeding. Notwithstanding the above paragraph, JOY or NIII, as the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereofcase may be, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume defend (using counsel reasonably acceptable to Seller) any suit, action, proceeding or continue claim where Seller has an indemnity obligation pursuant to Section 6.1(d). Buyer and JOY or NIII, as the case may be, shall promptly inform the Seller of such suit, action, proceeding or claim. Seller shall have the right through counsel of its choice to participate in the defense, at its own defense cost. Seller shall have no obligation to indemnify any party for any settlement made of any suit, action proceeding or claim for any settlement and the indemnifying party shall be liable for any accompanying legal fees and expenses thereforincurred if the Seller did not agree to such settlement.

Defense of Claims. In case any such action or proceeding If a claim for damages (a "Claim") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to damages for which indemnification may be sought under this Article XIII. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within ten (10) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, and (iii) to compromise or settle such Claim, which compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld or delayed. If the indemnifying party fails to assume the defense of such Claim within ten (10) 61 67 calendar days after receipt of the Claim Notice, the indemnified party against which such Claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or (v) if such settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party reasonably shall have concluded (upon advice assumes the defense of its counsel) that, with respect to such claimsthe Claim, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Article XIII and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify, defend and hold harmless an indemnified party from and against any damages by reason of such settlement or judgment.

Defense of Claims. In If a claim for Damages (a “Claim”) is to be made by a party entitled to indemnification hereunder against the indemnifying party, the party claiming such indemnification shall, give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 8.2. Such Claim Notice shall specify in reasonable detail the nature and basis of such Claim and the amount of estimated Damages. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the indemnifying party has been materially damaged or prejudiced by such failure. After such notice, the indemnifying party may elect, by written notice to the indemnified party, at the indemnifying party’s own expense, except in the case of a Buyer Tax Contest, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably acceptable to the indemnified party, to handle and defend the same unless the named parties to such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, (including any impleaded parties) include both the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after and the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, been advised in the nature of, or caused writing by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party’s cost, risk and expense, to separate counsel of its own choosing and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld. If the indemnifying party fails to assume the defense of such lawsuit or action within fifteen (15) calendar days after receipt of the Claim Notice, the indemnified party against which such lawsuit or action has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such lawsuit or action on behalf of and for the account and risk of the indemnifying party; provided, however, that such lawsuit or (v) if such action shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party reasonably shall have concluded (upon advice settles or compromises such lawsuit or action without the prior written consent of its counsel) thatthe indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such claimslawsuit or action. In the event the indemnified party assumes the defense of the lawsuit or action, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 8.2 and for any final judgment (subject to any right of appeal) and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought to be ----------------- made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.3. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; , and (3) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within fifteen (v15) if such indemnified party reasonably shall have concluded (upon advice calendar days after receipt of its counsel) that, with respect to such claimsthe Claim Notice, the indemnified party and against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party may have different, conflicting, or adverse legal positions or interests then, in any such caseassumes the defense of the claim, the indemnified party shall have will keep the right to assume indemnifying party reasonably informed of the progress of any such defense, compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.5 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In the case of any such action claim for indemnification under Sections 11.1, 11.2 or proceeding is brought against 11.3 arising from a claim of a third party (including the IRS or any other Governmental Authority), an indemnified partyparty shall give prompt written notice and, except as provided for in subject to the next following sentence, in no case later than twenty (20) days after the indemnified party’s receipt of notice of such claim, to the indemnifying party shall be entitled to participate therein and assume the defense thereofof any claim, jointly with any other indemnifying party, with counsel reasonably satisfactory to suit or demand of which such indemnified partyparty has Knowledge and as to which it may request indemnification hereunder, and after which notice from shall describe such claim in reasonable detail. The failure to give such notice shall not, however, relieve the indemnifying party to such indemnified party of its election so indemnification obligations except to assume the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right to defend and to direct the defense thereof against any such claim, suit or demand in its name and approval at its expense, and with counsel selected by the indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against the indemnified party of such counselor alleges criminal misconduct or seeks damages greater than the amounts that the Sellers are required to indemnify under this Agreement; provided, however, the indemnifying party shall not be liable have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party for any legal expenses subsequently incurred by or contests, in whole or in part, its indemnification obligations therefor (subject to the limitations set forth herein). If the indemnifying party elects, and is entitled, to compromise or defend such claim, it shall within twenty (20) days (or sooner, if the nature of the claim so requires) notify the indemnified party in connection with the defense thereof, other than costs of investigationits intent to do so, and the indemnified party shall, at the request and expense of the indemnifying party, cooperate in the defense of such claim, suit or demand; provided that the indemnified party shall be entitled to participate in such defense at its own expensepay the fees and expenses of any separate counsel retained by it. If (i) the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party in writingof its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, within 15 days after the indemnified party has given notice of the action may pay, compromise or proceeding, defend such claim (provided that the indemnifying party will indemnify shall have the right to participate in the defense thereof at its own expense and with counsel selected by it). The indemnifying party shall have no indemnification obligations with respect to any such claim, suit or demand which shall be settled by the indemnified party from and against all Losses without the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) prior written consent of the indemnifying party fails to provide (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claimsforegoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party may have differentto agree to any settlement which requires the taking of any action by the indemnified party other than the delivery of a release, conflicting, except with the consent of the indemnified party (such consent not to be unreasonably withheld or adverse legal positions or interests then, in any such case, the delayed). The indemnified party shall have the right to assume participate in the defense of any claim, suit or continue its own defense and demand with counsel selected by it subject to the indemnifying party party’s right to direct the defense. The fees and disbursements of such counsel shall be liable for at the expense of the indemnified party; provided, however, that, in the case of any claim, suit or demand which seeks injunctive or other equitable relief against the indemnified party, the fees and expenses therefordisbursements of such counsel shall be at the expense of the indemnifying party.

Defense of Claims. In case The indemnifying Party shall have the right to defend any indemnified Party with counsel (including insurance counsel) of the indemnifying Party’s selection reasonably satisfactory to the indemnified Party, with respect to any claims within the indemnification obligations hereof; provided that the indemnified Party shall have the right to be represented therein by advisory counsel of its own selection at the indemnified Party’s cost. If the defendants in any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, include both the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and i) if the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties it which are different than from, additional to or inconsistent with those available to, or not available to, to the indemnifying party; , ii) any settlement is reasonably likely to involve injunctive, equitable or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect prospective relief or to such claims, materially and adversely affect the indemnified party and the indemnifying party may have different, conflictingParty’s business or operations other than as a result of monetary damages, or adverse legal positions or interests theniii) the indemnified Party reasonably believes that the matter in question involves potential criminal liability, in any such case, then the indemnified party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and at the indemnifying Party’s expense. An indemnified Party shall give the indemnifying Party prompt written notice of any asserted claims or actions indemnified against hereunder and shall cooperate in the defense of any such claims or actions. Without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, the indemnifying Party shall not settle any claims or actions in a manner that would require any action or forbearance from action by, or result in any judgment, including but not limited to criminal liability against, any indemnified Party. If the indemnifying Party fails to assume or continue its own diligently prosecute the defense of any claim in accordance with this ARTICLE X, then the indemnified party shall have the absolute right to control the defense of such claim and the right to settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder, and the fees and expenses of such defense, including reasonable attorney’s fees of the indemnified Parties’ counsel and any amount determined to be owed by the indemnifying party pursuant to such claim shall be liable for any fees and expenses thereforborne by the indemnifying Party, provided that the indemnifying Party will be entitled to participate in, but not control such defense.

Defense of Claims. In case The indemnifying party shall have --------------------------------- twenty (20) business days after receipt of either notice referred to in Section 13.03 hereof to notify the indemnified party that it elects to conduct and control any legal or administrative action or suit brought or asserted by any person not a party to this Agreement against the indemnified party with respect to an indemnifiable claim. If the indemnifying party does not give such notice, the indemnified person shall have the right to defend, contest, settle or compromise such action or suit in the exercise of its exclusive discretion, and the indemnifying party shall, upon request from the indemnified person, promptly pay the indemnified person in accordance with the other terms and conditions of this Article XIII the amount of any Indemnity Loss resulting from its liability to the third party claimant. Provided, however, prior to the settlement or compromise of any such action or proceeding is brought against an suit, the indemnified party shall notify the indemnifying party of the terms of the proposed settlement or compromise. The indemnifying party shall have the option to agree to the proposed settlement or compromise in which case it shall indemnify the indemnified party for such settlement or compromise to the extent of its obligation under Section 13.01 hereof. If, however, the indemnifying party does not agree to the terms of the proposed settlement or compromise, the indemnified party shall have the option to accept the proposed compromise or settlement, at its sole cost and expense, or to proceed to defend and contest the claim, in which case, should the ultimate non-appealable judgment exceed the amount of the proposed settlement or compromise which was rejected by the indemnifying party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein indemnify the indemnified party for the full amount of such judgment and assume the costs and expenses of defense thereofand, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from if the indemnifying party is the Seller, without regard to the maximum imposed by 13.01 (h). However, the amount of any such indemnified party judgment and expense paid by the Seller shall be applied against the amount to which it is obligated to pay pursuant to Section 13.01 (h) hereunder. If, however, final non-appealable judgment or settlement or compromise is less than the amount of its election so to assume the defense thereof and approval by rejected settlement or compromise, the indemnified party shall bear the cost and expense of defending such counsel, claim or proceeding and the indemnifying party shall not be liable to such indemnify the indemnified party only for any legal expenses subsequently incurred the lower judgment or settlement or compromise. The amounts so paid by the indemnifying party shall be subject to all of the limitations of Section 13.01 (h). If the indemnifying party gives such notice of its election to conduct and control such action or suit, it shall have the right to undertake, conduct and control, through counsel of its own choosing (which counsel shall be satisfactory to the indemnified party in connection with the defense thereofreasonable judgment of the indemnified party) and at its sole expense, other than costs the conduct and settlement of investigationsuch action or suit, and the indemnified person shall cooperate with the indemnifying party shall be entitled to participate in such defense at its own expense. If connection therewith; provided, however, that (i) the indemnifying ------------------ party fails shall not thereby permit to notify exist any lien, encumbrance or other adverse charge securing the claims indemnified hereunder upon any asset of the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claimperson, (ii) the indemnifying party fails shall not thereby consent to provide the imposition of any injunction against the indemnified party with evidence acceptable to person without the written consent of the indemnified party that the indemnifying party will have the financial resources person not to defend against the claim or proceeding and fulfill its indemnification obligations hereunderbe unreasonably withheld, (iii) the indemnifying party fails shall permit the indemnified person to defend diligently participate in such conduct or settlement through counsel chosen by the action or proceeding within 10 days after receiving notice indemnified person, but the fees and expenses of such failure from such counsel shall be borne by the indemnified party; person except as provided in clause (iv) below, and (iv) upon a final determination of such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one action or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available tosuit, the indemnifying party shall agree promptly to reimburse (to the extent required under this Article XIII and subject to the limitations of Section 13.01 hereof) the indemnified person for the full amount of any Indemnity Loss resulting from such action or suit and all reasonable and related expenses incurred by the indemnified person, except fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action or suit by the indemnifying party; or (v) if . So long as the indemnifying party is contesting any such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claimsaction in good faith, the indemnified party and the indemnifying party may have different, conflicting, person shall not pay or adverse legal positions or interests then, in settle any such caseaction or suit. Notwithstanding the foregoing, the indemnified party person shall have the right to assume pay or continue its own defense and settle any such action or suit, provided that in such event the indemnified person shall (i) -------- waive any right to indemnity therefor from the indemnifying party party, (ii) no amount in respect thereof shall be liable for any fees and expenses thereforclaimed as an Indemnity Loss under this Article XIII.

Defense of Claims. In case any such action or proceeding (i) If a claim for Damages (a "CLAIM") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall, subject to Section 11, give written notice (a "CLAIM NOTICE") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 12. Such Claim Notice shall specify the nature and amount of the Claim asserted, if actually known to the party entitled to indemnification hereunder. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). Subject to the limitations of Section 11, the failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects at its own cost and expense, (A) to take control of the defense and investigation of such lawsuit or action, (B) to employ and engage attorneys of its own choice to handle and defend diligently the same unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party's cost and expense, to separate counsel of its own choosing, and (C) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within thirty (30) calendar days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; PROVIDED, HOWEVER, that such Claim shall not be compromised or (v) if such settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party reasonably shall have concluded (upon advice assumes the defense of its counsel) that, with respect to such claimsthe claim, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 12 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment. (ii) In the case of any enforcement action involving a Tax, the contest rights of the indemnifying party set forth in the fourth sentence of Section 12(d)(i) shall not apply to such action unless the action is limited to matters which solely affect liability in respect of a Pre-Closing Tax Period. In any action involving a Tax which is not so limited, the indemnified party shall be entitled at its own expense (A) to take control of the defense and investigation of such action, (B) to employ and engage attorneys of its own choice to handle and defend the same, and (C) to compromise or settle such action, which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not to be unreasonably withheld. (iii) In the event that any action, suit, proceeding or investigation relating hereto or to the transactions contemplated by this Agreement is commenced, the parties hereto agree to cooperate to defend against and respond thereto and make available to each other such personnel, witnesses, books, records, documents or other information within its control that are necessary or appropriate for such defense.

Defense of Claims. In case any such action or proceeding (i) Subject to the provisions of subparagraph (d)(ii), if a claim for Damages (a “Claim”) is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 6.2. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within five (5) calendar days after the service or the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual prejudice caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, (i) to participate in or, if it so elects, to take control of the defense and investigation of such lawsuit or action; (ii) to employ and engage attorneys of its own choice to handle and defend against the claim same, at the indemnifying party’s cost, risk and expense unless the named parties to such action or proceeding include both the indemnifying party and fulfill the indemnified party and the indemnified party has been advised in writing by counsel that a conflict of interest between the indemnified party and indemnifying party exists, in which event the indemnified party may in its indemnification obligations hereunder, discretion engage separate counsel to participate in the Proceedings; and (iii) to compromise or settle such Claim, provided that, if any such settlement or compromise entails material non-monetary affirmative obligations on the part of the indemnified party, such compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld or delayed. If the indemnifying party fails to defend diligently assume the action or proceeding defense of such Claim within 10 forty-five (45) calendar days after receiving receipt of the Claim Notice, the indemnified party against which such Claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s reasonable cost and expense, the defense, compromise or settlement of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice Claim on behalf of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or (v) if such settled without the written consent of the indemnifying party. Such consent not to be unreasonably withheld or delayed. In the event the indemnified party reasonably shall have concluded (upon advice assumes the defense of its counsel) that, with respect to such claimsthe Claim, the indemnified party and will keep the indemnifying party may reasonably informed of the progress of, and allow full participation in, any such defense, compromise or settlement. (ii) With respect to any Tax Audit relating to tax years ending on or prior to the Closing Date or with respect to any previous year for which the Sellers could have differentan indemnification obligation under Section 6.2 hereof, conflictingthe Sellers or their designated Representative shall have the sole right, at their sole cost and expense, to control and settle any Tax Audit by any taxing authority and contest and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment (“Tax Adjustment”), provided, (i) if the Sellers do not agree in writing to undertake the control of a Tax Audit within ten (10) business days after they have been afforded the opportunity in writing in the manner provided by this Agreement for the giving of notices, Buyer shall have exclusive control of such Tax Audit and (ii) if the resolution of any issue arising with respect to any Tax Audit or Tax Adjustment could have a material adverse legal positions effect on the amount or interests then, timing of the Tax liability of the Companies or their Subsidiaries in any such caseperiod ending after the Closing Date, the indemnified party Sellers shall promptly notify the Buyer in writing and shall afford to the Buyer the opportunity to control jointly the conduct and resolution of the portion of such Tax Audit or Tax Adjustment that could have the effect of increasing or accelerating the tax liabilities of the Company in any post-closing. If the Buyer shall decline to participate in the contest or conduct of such Tax Audit or Tax Adjustment, the Sellers shall have the right to assume control the conduct of such Tax Audit or continue Tax Adjustment, provided that the Sellers shall not resolve such Tax Audit or Tax Adjustment without the Buyer’s consent which shall not be unreasonably withheld or delayed. In the event of a dispute between the Sellers and the Buyer regarding the conduct or resolution of any Tax Audit or Tax Adjustment hereof in which they share joint control of the conduct and resolution, the parties will consult with each other on, and attempt to resolve, their dispute. If such dispute cannot be resolved, it shall be referred to a nationally recognized accounting firm that is designated by the parties (“Tax Arbitrator”). Each of the Buyer and the Sellers shall present its position to the Tax Arbitrator which shall decide which position shall be adopted. The Tax Arbitrator shall not be entitled to adopt any other position, unless the Sellers and the Buyer so agree in writing. The decision of the Tax Arbitrator shall be final and binding. The fees and costs of the Tax Arbitrator shall be paid by the party or parties whose position(s) is not adopted by the Tax Arbitrator. Each party shall bear its own defense legal and other advisory expenses incurred in connection with such procedure. Buyer covenants that, except as specifically provided above in relation to an ongoing Tax Audit of a Tax Return by a Governmental Body, it will not, and will cause each and all of the indemnifying party Companies to not, amend any Tax Return of any of the Companies (including any consolidated return including one or more or all of the Companies) filed on or before the date hereof, or make any additional Tax filing with respect to any Tax period for which a Past Tax Return has been filed, if such amended return or additional filing would have any Adverse Impact, without the written consent of the Sellers Representative, which consent shall not unreasonably be liable withheld or delayed. For this purpose, an amended return or an additional filing has an “Adverse Impact” if it results in (i) an increase in Tax liability of the Company for any fees Tax year or part thereof prior to the Closing Date or (ii) a position on such amended Tax Return or filing that implies a correspondingly higher Tax liability for any Seller or the owner of any Seller. Sellers and expenses thereforBuyer will jointly prepare the Tax Returns of the Companies for the Tax period from July 1, 2009 to the Closing Date. For purposes of clarification, this covenant shall not apply to action taken by the Companies as a result of a tax audit not involving an amended return or other filing.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought made ----------------- by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.5. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its own choice to handle and defend diligently the same, at the indemnifying party's cost, risk and expense unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; , and (3) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within fifteen (v15) if such indemnified party reasonably shall have concluded (upon advice calendar days after receipt of its counsel) that, with respect to such claimsthe Claim Notice, the indemnified party and against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party may have different, conflicting, or adverse legal positions or interests then, in any such caseassumes the defense of the claim, the indemnified party shall have will keep the right to assume indemnifying party reasonably informed of the progress of any such defense, compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.5 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In the case of any claim for indemnification under Section 7.1, 7.2 or 7.3 arising from a claim of a third party (including the IRS or any governmental agency), an indemnified party shall give prompt written notice and, subject to the following sentence, in no case later than twenty (20) days after the indemnified party's receipt of notice of such claim, to the indemnifying party (and, if the indemnifying party is any of the Sellers, to the Sellers' Representative and the Escrow Agent) of any claim, suit or demand of which such indemnified party has Knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right to defend and to direct the defense against any such action claim, suit or proceeding is brought demand (including, without limitation, ERISA claims, tax claims and claims relating to Sections 7.3(B) and 7.3(F)), in its name and at its expense, and with counsel selected by the indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against an the indemnified party; provided, except as provided for however, the indemnifying party shall not have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party or contests, in whole or in part, its indemnification obligations therefor. If the indemnifying party elects, and is entitled, to compromise or defend such claim, it shall within 30 days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall, at the request and expense of the indemnifying party, cooperate in the next defense of such claim, suit or demand. If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such claim. Except as set forth in the immediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such claim, suit or demand which shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such counselclaim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party's right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party to agree to any settlement which requires the taking of any action by the indemnified party other than the delivery of a release, except with the consent of the indemnified party (such consent to be withheld or delayed only for a good faith reason). Notwithstanding the indemnifying party's right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any claim over the objection of the indemnified party; provided, however, that consent by the indemnified party to settlement or compromise shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expenseunreasonably withheld or delayed. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the The indemnified party shall have the right to assume participate in the defense of any claim, suit or continue its own defense and demand with counsel selected by it subject to the indemnifying party party's right to direct the defense. The fees and disbursements of such counsel shall be liable for at the expense of the indemnified party; provided, however, that, in the case of any claim, suit or demand which seeks injunctive or other equitable relief against the indemnified party, the fees and expenses therefordisbursements of such counsel shall be at the expense of the indemnifying party.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a “Claim”) is brought to be made by a Person entitled to indemnification hereunder against an indemnified the indemnifying party, the Person claiming such indemnification shall give written notice (a “Claim Notice”) to the indemnifying party promptly after the Person entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.4. If any lawsuit or enforcement action is filed against any Person entitled to the benefit of indemnity hereunder, written notice thereof shall be given promptly to the indemnifying party (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual prejudice or damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action where such lawsuit or action involves only money damages and does not seek injunctive or other equitable relief, (ii) to employ and engage attorneys of its own choice to handle and defend against the claim or proceeding same, and fulfill its indemnification obligations hereunder, (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the indemnifying party fails to defend diligently written consent of the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) , such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may consent not to be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, unreasonably withheld. Notwithstanding the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such caseforegoing, the indemnified party shall have the right to assume or continue employ separate counsel at the indemnifying party’s expense and to control its own defense of such lawsuit or action to the extent that there are reasonable legal defenses available to such indemnified party or to other indemnified parties that are of a material benefit to such indemnified party and are different from or additional to those available to the indemnifying party; provided, however, that the indemnifying party shall not be required to pay for more than one such additional counsel for all indemnified parties in connection with any Claim. If the indemnifying party fails to assume the defense of such claim within thirty (30) calendar days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and in accordance with this Section 9.4 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment. If the indemnified party refuses its consent under clause (iii) above of this Section 9.4(d) to a bona fide offer of settlement which the indemnifying party wishes to accept, where the terms and conditions of such settlement (x) include a release in form and substance reasonably satisfactory to the indemnified party from all liability in respect of such Claim and (y) do not, in the reasonable judgment of the indemnified party, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the indemnified party, the indemnified party may continue to pursue such matter, free of any participation by the indemnifying party, at the sole expense of the indemnified party. In such event, the obligation of the indemnifying party to the indemnified party shall be equal to the lesser of (A) the amount of the offer of settlement which the indemnified party refused to accept plus the costs and expenses thereforof the indemnified party prior to the date the indemnifying party notified the indemnified party of the offer of settlement, and (B) the actual out-of-pocket amount the indemnified party is obligated to pay as a result of the indemnified party’s continuing to pursue such matter. The indemnifying party shall be entitled to recover from the indemnified party any additional expenses incurred by the indemnifying party as a result of the decision of the indemnified party to pursue such matter.

Defense of Claims. In case If any Action or Proceeding is threatened, ----------------- filed or initiated by a third party against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within ten (10) days after the service of the citation or summons); provided, however, that the failure of -------- ------- any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the indemnifying party demonstrates actual damage caused by such action or proceeding failure. Such notice shall state the amount of the Damages, if known, the method of computation, if known, and a reference to the provision of this Agreement in respect to which such right of indemnification is brought against an claimed arises. After such notice, if the indemnifying party shall acknowledge in writing to the indemnified party, except as provided for in the next sentence, party that the indemnifying party shall be entitled obligated under the terms of its indemnity hereunder in connection with such Action or Proceeding, then the indemnifying party shall be entitled, if it so elects, to participate therein and assume take control of the defense thereofand investigation of such Action or Proceeding and to employ and engage attorneys of its own choice to handle and defend the same, jointly with any other indemnifying party, with counsel such attorneys to be reasonably satisfactory to such the indemnified party, at the indemnifying party's cost, risk and after notice from expense (unless (i) the indemnifying party to such indemnified party of its election so has failed to assume the defense thereof and approval by the indemnified party of such counsel, Action or Proceeding or (ii) the named parties to such Action or Proceeding include both of the indemnifying party shall not be liable to such and the indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigationparty, and the indemnified party and its counsel determine in good faith that there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party) and to compromise or settle such Action or Proceeding, which compromise or settlement shall be entitled made only with the written consent of the indemnified party, such consent not to participate in be unreasonably withheld. The indemnified party may withhold such defense at its own expenseconsent if such compromise or settlement would have a Material Adverse Effect on the conduct of business or requires less than an unconditional release to be obtained. If (i) the indemnifying party fails to notify provide written notice of its intent to assume the indemnified party defense of such Action or Proceeding or other claim indicated in writing, the notice within 15 fifteen (15) days after the indemnified party has given receipt of notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature ofthereof pursuant to this Section 8.2, or caused by the claim, (ii) the indemnifying party fails named parties to provide the indemnified party with evidence acceptable to the indemnified party that such Action or Proceeding include both ----------- the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnified party and its counsel determine in good faith that there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such caseand the indemnified party, the indemnified party shall against which such Action or Proceeding has been filed or initiated will (upon delivering notice to such effect to the indemnifying party) have the right to assume undertake, at the indemnifying party's cost and expense (which costs and expenses shall be reasonable), the defense, compromise or continue its own settlement of such Action or Proceeding on behalf of and for the account and risk of the indemnifying party; provided, however, that such Action or Proceeding or other -------- ------- claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes defense of the Action or Proceeding, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement and will consult with and consider any reasonable advice from, the indemnifying party of any such defense, compromise or settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and in accordance with this Section 8.2 and for any final judgment (subject to any right of appeal), and the ----------- indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any Damages by reason of such settlement or judgment. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom, including without limitation, making available all records, materials and other information in the indemnified party's possession or control; provided, however, that the -------- ------- indemnified party may, at its own cost, participate in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom. The indemnifying party shall pay all expenses therefordue under this Section 8.2 as such ----------- expenses become due. In the event such expenses are (i) neither in dispute nor so paid or (ii) not so paid because of the insolvency of the indemnifying party, then, in either case, the indemnified party shall be entitled to settle any Action or Proceeding under this Section 8.2 without the consent of the ----------- indemnifying party and without waiving any rights the indemnified party may have against the indemnifying party.

Defense of Claims. In case If any such action or proceeding is (including any governmental investigation or inquiry) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought from an indemnifying party, except as provided for in the next sentence, such indemnified party shall promptly notify the indemnifying party in writing as promptly as practicable (and in any event within ten (10) Business Days after the service of the citation or summons); provided, however, that the failure of the indemnified party to give timely notice hereunder shall relieve the indemnifying party of its indemnification obligations hereunder only if, and only to the extent that, such failure caused the Purchaser Damages or Seller Damages (as applicable) for which the indemnifying party is obligated to be entitled to participate therein greater than they would have been had the indemnified party given timely notice, and the indemnifying party promptly shall assume the defense thereof, jointly with including the employment of counsel satisfactory to such indemnified party and the payment of all expenses. Such indemnified party shall have the right to employ separate counsel in any other such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless (i) the indemnifying party, with party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to assume the defense of such action or proceeding or shall have failed to employ counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with any such action or proceeding in either case, promptly and no more than five (5) Business Days after the defense thereof, other than costs receipt of investigation, and notice pursuant to the indemnified party preceding sentence or such shorter period of time as shall be entitled to participate in such defense at its own expense. If (i) reasonable under the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature ofcircumstances, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails named parties to defend diligently the any such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (ivincluding any impleaded parties) include both such indemnified party reasonably and the indemnifying party, and such indemnified party shall have concluded (upon advice of its counsel) been advised by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or party (v) in which case, if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and notifies the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such casewriting that it elects to employ separate counsel at the expense of the indemnifying party, the indemnified indemnifying party shall not have the right to assume the defense of such action or continue proceeding on behalf of such indemnified party). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its own defense and written consent (unless such consent is unreasonably withheld), but if settled with its written consent or without its written consent (if such written consent is unreasonably withheld), or if there be a final judgment for the plaintiff in any such action or proceeding, the indemnifying party shall indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such settlement or judgment. The indemnified party shall not be liable for required to consent to the settlement of any fees and expenses thereforaction or proceeding if such settlement involves anything other than the payment of money by the indemnifying party in full settlement of such action or proceeding.

Defense of Claims. In case the event of any claim, threat, liability, tax, interest, fine, penalty, suit, action, proceeding, demand, damage, loss, cost or expense with respect to which indemnity is or may be sought hereunder (an "Indemnity Claim"), the indemnified party shall promptly notify the indemnifying party in writing of such action or proceeding is brought against an Indemnity Claim, specifying in reasonable detail the Indemnity Claim and the circumstances under which it arose. The indemnifying party may elect to assume the defense of such Indemnity Claim, at its own expense, by written notice to the indemnified partyparty given within 10 days after the indemnifying party receives written notice of the Indemnity Claim, except as provided for in the next sentence, and the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with promptly engage counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party to direct and conduct such defense; provided, however, that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue engage its own counsel, at its own expense, to participate in such defense. In the event the indemnifying party does not so elect to assume the defense of such Indemnity Claim in the manner specified above, or if, in the reasonable opinion of counsel to the indemnified party, there are defenses available to the indemnified party which are different from or additional to those available to the indemnifying party or which give rise to a material conflict between the defense of the indemnified party and of the indemnifying party, then upon notice to the indemnifying party, the indemnified party may elect to engage separate counsel to conduct its defense, at the expense of the indemnified party. In the event the indemnifying party assumes the defense of any Indemnity Claim, it may at any time notify the indemnified party of its intention to settle, compromise or satisfy such Indemnity Claim and may make such settlement, compromise or satisfaction (at its own expense) unless within 20 days after the giving of such written notice the indemnified party shall give written notice to the indemnifying party of its intention to assume the defense of the Indemnity Claim, in which event the indemnifying party shall be liable for relieved of its duty hereunder to indemnify the indemnified party. Unless the indemnified party shall have given the notice referred to in the preceding sentence, (i) the indemnified party shall not consent to or make any fees settlement, compromise or satisfaction with respect to the Indemnity Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, and expenses therefor(ii) any settlement, compromise or satisfaction made by the indemnifying party with respect to such Indemnity Claim shall be deemed to have been consented to by and shall be binding upon the indemnified party.

Defense of Claims. In case any such action or proceeding (i) As soon as is brought against reasonably practicable after becoming aware of a claim for indemnification under this Agreement, an indemnified party shall promptly give notice to the indemnifying party of such claim and the amount the indemnified party will be entitled to receive hereunder from the indemnifying party; provided, however, that the failure of the indemnified party to promptly give notice shall not relieve the indemnifying party of its obligations except as provided for in to the next sentenceextent, if any, that the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from have been prejudiced thereby. If the indemnifying party does not object in writing to such indemnified party indemnification claim within thirty (30) days of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense receiving notice thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) recover from the indemnifying party fails the amount of such claim. If the indemnifying party agrees that it has an indemnification obligation but asserts that it is obligated to notify pay only a lesser amount, the indemnified party shall nevertheless be entitled to recover from the indemnifying party the lesser amount, without prejudice to the indemnified party’s claim for the difference. If the indemnifying party objects in writingwriting to such indemnification claim within thirty (30) days of receiving notice thereof, within 15 days the validity of the indemnification claim, and the extent of the indemnifying party’s liability therefor, shall be determined by a court of appropriate jurisdiction. (ii) As soon as is reasonably practicable after receipt of notice of commencement of any action or the assertion of any claim by a third party for which any party is entitled to be indemnified under Section 8(a) or Section 8(b) above, the indemnified party has given shall give the indemnifying party written notice thereof together with a copy of such claim, process or other legal pleading; provided, however, that the failure of the action or proceedingindemnified party to promptly give notice shall not relieve the indemnifying party of its obligations except to the extent, if any, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the been prejudiced thereby. The indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue defend the claim by representatives of its own defense choosing that are reasonably satisfactory to the indemnified party and to settle or otherwise resolve the claim; provided, however, that no obligation, restriction or loss shall be imposed on an indemnified party as a result of such settlement or resolution without its prior written consent. In connection with any such indemnification, the indemnified party will cooperate in all reasonable requests of the indemnifying party shall be liable for any fees and expenses thereforparty.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, except the party claiming such indemnification shall, subject to Section 10.3, give written notice (a "Claim Notice") to the indemnifying party as provided soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.4. With respect to any claim by a third party that gives rise to or could give rise to indemnification hereunder, if any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the next sentenceservice of the citation or summons). After such notice, the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense (provided, that the indemnified party agrees to repay such expenses if it is ultimately determined that such indemnified party was not entitled to participate therein and assume indemnification), (i) to take control of the defense thereofand investigation of such lawsuit or action, jointly with any other indemnifying party, with counsel reasonably satisfactory (ii) to employ and engage attorneys of its own choice to handle and defend the same unless the named parties to such indemnified party, and after notice from action or proceeding include both the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after and the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, been advised in the nature of, or caused writing by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or (v) if such , in which event the indemnified party reasonably shall have concluded (upon advice be entitled to a single separate counsel of its counselown choosing, and (iii) thatto compromise or settle such claim, which compromise or settlement shall be made only with respect the written consent of the indemnified party, such consent not to be unreasonably withheld. If the indemnifying party fails to assume the defense of such claimsclaim within fifteen (15) calendar days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement, and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right option to assume or continue its own defense and the control of such defense. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.4 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case any such action or proceeding is brought against (i) Promptly after receipt by an indemnified partyparty under this Section 4.9 of notice of the commencement of any action (including any governmental action), except as provided for such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under Sections 4.8 and 4.9, deliver to the next sentence, indemnifying party a written notice of the commencement thereof and the indemnifying party shall be entitled have the right to participate therein and assume in such action at the defense thereofindemnifying party's expense, and, to the extent the indemnifying party so desires, jointly with any other indemnifying partyparty similarly noticed, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof with counsel mutually satisfactory to the parties at the indemnifying party's expense; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel )shall have the right to retain one separate counsel, with the fees and approval expenses to be paid by the indemnifying party, if representation of such indemnified party or parties, as the case may be, by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interests between such indemnified party and any other party represented by such counsel in such proceeding. No indemnifying party, in defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgement or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party of a release from all liability in respect to such counselclaim or litigation. (ii) If the indemnification provided for in this Section 4.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party shall not be liable to in lieu of indemnifying such indemnified party for any legal expenses subsequently incurred hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the defense thereofstatements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other than costs relevant equitable considerations. The relative fault of investigation, the indemnifying party and of the indemnified party shall be entitled determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to participate in such defense at its own expense. If (i) state a material fact relates to information supplied by the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have differentparties' relative intent, conflictingknowledge, access to information, and opportunity to correct or adverse legal positions prevent such statement or interests thenomission. Moreover, in any such case, no person or entity guilty of fraudulent misrepresentation within the indemnified party shall have meaning of Section 11(f) of the right to assume or continue its own defense and the indemnifying party Securities Act shall be liable for entitled to contribution from any fees and expenses thereforperson or entity that was not guilty of such fraudulent misrepresentation. (iii) The obligations of each of the parties under this Section 4.9 shall survive the completion of any offering of Registration Shares in a registration statement under this Agreement.

Defense of Claims. In case the event of any claim, threat, liability, tax, interest, fine, penalty, suit, action, proceeding, demand, damage, loss, cost or expense with respect to which indemnity is or may be sought hereunder (an "Indemnity Claim"), the indemnified party shall promptly notify the indemnifying party of such action or proceeding is brought against an Indemnity Claim, specifying in reasonable detail the Indemnity Claim and the circumstances under which it arose. The indemnifying party may elect to assume the defense of such Indemnity Claim, at its expense, by written notice to the indemnified partyparty given within 10 days after the indemnifying party receives notice of the Claim, except as provided for in the next sentence, and the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with promptly engage counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party to direct and conduct such defense; provided, however, that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue engage its own counsel, at its own expense, to participate in such defense. In the event the indemnifying party does not so elect to assume the defense of such Indemnity Claim in the manner specified above, or if, in the reasonable opinion of counsel to the indemnified party, there are defenses available to the indemnified party which are different from or additional to those available to the indemnifying party or which give rise to a material conflict between the defense of the indemnified party and of the indemnifying party, then upon notice to the indemnifying party, the indemnified party may elect to engage separate counsel to conduct its defense, at the expense of the indemnifying party, and the indemnifying party shall not have the right to direct or conduct such defense. 10.4.1 In the event the indemnifying party assumes the defense of any Indemnity Claim, it may at any time notify the indemnified party of its intention to settle, compromise or satisfy such Indemnity Claim and may make such settlement, compromise or satisfaction (at its own expense) unless within 20 days after the giving of such notice the indemnified party shall give notice of its intention to assume the defense of the Indemnity Claim, in which event the indemnifying party shall be liable for relieved of its duty hereunder to indemnify the indemnified party. Unless the indemnified party shall have given the notice referred to in the preceding sentence, (i) the indemnified party shall not consent to or make any fees settlement, compromise or satisfaction with respect to the Indemnity Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, and expenses therefor(ii) any settlement, compromise or satisfaction made by the indemnifying party with respect to such Indemnity Claim shall be deemed to have been consented to by and shall be binding upon the indemnified party.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a “Claim”) is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall, subject to Section 10.3, give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.4. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party demonstrates actual damage caused by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, in which event the indemnified party shall be entitled, at its own expense, to separate counsel of its own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the indemnifying party written consent of the indemnified party, such consent not to be unreasonably withheld (it being understood that Buyer may reasonably withhold consent to the entry of any injunctive relief that could reasonably have differentany adverse effect on the Buyer or the Business); provided, conflictinghowever, if the remediation or resolution of any such Claim will occur on or at any Facility and is reasonably expected to have an adverse legal positions or interests effect on the indemnified party’s business operations, then, in any such casenotwithstanding the foregoing, the indemnified party shall be entitled to control such remediation or resolution. If the indemnifying party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to assume undertake, at the indemnifying party’s cost and expense, the defense, compromise or continue its own settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event the indemnified party assumes the defense and of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.4 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case If any third party claim is made against any indemnitee that, if sustained, would give rise to indemnification liability for an indemnitor under this Section 9, the indemnitee shall promptly cause notice of such claim to be delivered to the indemnitor (provided that the failure to provide such notice shall not release, waive or otherwise affect the indemnitor’s obligations with respect to such claim except to the extent the indemnitor is actually prejudiced in any material respect as a result of such failure). The indemnitor shall have the right, at its sole cost and expense, to defend against, conduct and control any action or proceeding is brought against an indemnified partywith respect to such third party claim, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with through counsel of its own choice reasonably satisfactory to such indemnified partythe indemnitee, and after notice from unless the indemnifying party nature of the claim creates an ethical conflict or otherwise makes it inadvisable in the good faith determination of counsel to such indemnified party of its election so the indemnitee for the same counsel to assume represent the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, indemnitor and the indemnified party shall be entitled to participate indemnitee, in such defense at which case the indemnitee may retain its own expensecounsel to defend such claim at the sole cost and expense of the indemnitor. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources indemnitor elects to defend against the claim or proceeding third party claim, it must so notify the indemnitee in writing within ten Business Days of receipt of the indemnitee’s notice thereof, failing which, the indemnitee may defend against, conduct and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the control any action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claimsclaim with counsel of its own choosing, at the indemnified sole cost and expense of the indemnitor. If the indemnitor shall timely assume the defense of the third party claim, it shall diligently pursue the defense of such claim and keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, indemnitee reasonably apprised of the indemnified party status thereof (provided that the indemnitee shall have the right to assume or continue participate in, but not control, the defense of such claim with counsel of its own choosing, at its sole cost and expense). Neither the indemnitor nor the indemnitee, as the case may be, may compromise or settle any third party claim against which it is defending without the prior written consent of the indemnitee or the indemnitor, as the case may be (which consent, if applicable, shall not be unreasonably withheld, conditioned or delayed), unless the claim is solely for money damages to be paid in full by the settling, compromising party and requires no admission of wrongdoing on the part of the non-settling, non-compromising party. The Parties shall reasonably cooperate in the defense and the indemnifying or prosecution of any third party shall be liable for any fees and expenses thereforclaim.

Defense of Claims. In case any such action or proceeding If a claim for Losses (a “Claim”) is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, except as provided for in the next sentence, party claiming such indemnification will give written notice (a “Claim Notice”) to the indemnifying party shall be as soon as practicable after the party entitled to participate therein and assume indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Section 8.2. If any lawsuit or enforcement action is filed against any party entitled to the defense thereofbenefit of indemnity under this Agreement, jointly with any other indemnifying party, with counsel reasonably satisfactory written notice of such will be given to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof as promptly as practicable (and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for in any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, event within 15 days after the service of the citation or summons). The failure of any indemnified party has given to give timely notice of under this Agreement will not affect rights to indemnification under this Agreement, except to the action or proceeding, extent that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or demonstrates actual prejudice caused by the claimsuch failure. After such notice, (ii) if the indemnifying party fails to provide the indemnified party with evidence acceptable will acknowledge in writing to the indemnified party that the indemnifying party will have be obligated under the financial resources to defend against the claim terms of its indemnity under this Agreement in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails will be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend diligently the same (unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, in which event the indemnified party will be entitled at the indemnifying party’s cost, risk and expense, to separate counsel of its own choosing) and (iii) to compromise or settle such claim, which compromise or settlement will be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 30 days after receipt of the Claim Notice, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party’s cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party; provided, however, that such Claim will not be compromised or (v) if such settled without the written consent of the indemnifying party, which consent will not be unreasonably withheld, unless the proposed settlement involves only the payment of money damages by the indemnifying party. In the event the indemnified party reasonably shall have concluded (upon advice assumes the defense of its counsel) that, with respect to such claimsthe claim, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the indemnifying party shall be liable for any fees and expenses thereforsettlement.

Defense of Claims. In case any such action or proceeding is brought against an indemnified party, except as provided for in the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, thereof other than reasonable costs of investigation, investigation and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) after electing to participate in and assume the defense of such action or proceeding, the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, to the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefor.

Defense of Claims. In the case of any claim for indemnification under Sections 10.1, 10.2 or 10.3 arising from a claim of a third party (including the IRS or any other Governmental Authority), an indemnified party shall give prompt written notice and, subject to the following sentence, in no case later than twenty (20) days after the indemnified party’s receipt of notice of such claim, to the indemnifying party of any claim, suit or demand of which such indemnified party has Knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right to defend and to direct the defense against any such action claim, suit or proceeding is brought demand in its name and at its expense, and with counsel selected by the indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against an the indemnified party; provided, except as provided for however, the indemnifying party shall not have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party or contests, in whole or in part, its indemnification obligations therefor. If the indemnifying party elects, and is entitled, to compromise or defend such claim, it shall within twenty (20) days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall, at the request and expense of the indemnifying party, cooperate in the next defense of such claim, suit or demand. If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such claim. Except as set forth in the immediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such claim, suit or demand which shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such counselclaim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party to agree to any settlement which requires the taking of any action by the indemnified party other than the delivery of a release, except with the consent of the indemnified party (such consent to be withheld or delayed only for a good faith reason). Notwithstanding the indemnifying party’s right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any claim over the objection of the indemnified party; provided, however, that consent by the indemnified party to settlement or compromise shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expenseunreasonably withheld or delayed. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the The indemnified party shall have the right to assume participate in the defense of any claim, suit or continue its own defense and demand with counsel selected by it subject to the indemnifying party party’s right to direct the defense. The fees and disbursements of such counsel shall be liable for at the expense of the indemnified party; provided, however, that, in the case of any claim, suit or demand which seeks injunctive or other equitable relief against the indemnified party, the fees and expenses therefordisbursements of such counsel shall be at the expense of the indemnifying party.

Defense of Claims. In case The indemnifying party shall have ten (10) business days after receipt of either notice referred to in Section 5.4 hereof to notify the indemnified party that it elects to conduct and control any legal or administrative action or suit with respect to an indemnifiable claim. If the indemnifying party does not give such notice, the indemnified person shall have the right to defend, contest, settle or compromise such action or proceeding is brought against an indemnified party, except as provided for suit in the next sentenceexercise of its exclusive discretion, and the indemnifying party shall be entitled shall, upon request from the indemnified person promptly pay the indemnified person in accordance with the other terms and conditions of this Article V the amount of any Indemnity Loss resulting from its liability to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from third party claimant. If the indemnifying party gives such notice, it shall have the right to such indemnified party undertake, conduct and control, through counsel of its election so to assume own choosing and its sole expense, the defense thereof conduct and approval by the indemnified party settlement of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigationaction or suit, and the indemnified person shall cooperate with the indemnifying party shall be entitled to participate in such defense at its own expense. If connection therewith; provided, however, that: (i) the indemnifying party fails shall not thereby permit to notify exist any lien, encumbrance or other adverse charge securing the claims indemnified hereunder upon any asset of the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claimperson, (ii) the indemnifying party fails shall not thereby consent to provide the imposition of any injunction against the indemnified party with evidence acceptable to person without the written consent of the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunderperson, (iii) the indemnifying party fails shall permit the indemnified person to defend diligently participate in such conduct or settlement through counsel chosen by the action or proceeding within 10 days after receiving notice indemnified person, but the fees and expenses of such failure from such counsel shall be borne by the indemnified party; person, and (iv) upon a final determination of such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one action or more legal defenses available to such indemnified party or other indemnified parties which are different than those available tosuit, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable agree promptly to reimburse to the extent required under this Article V the indemnified person for the full amount of any Indemnity Loss resulting from such action or suit and all reasonable and related expenses incurred by the indemnified person, except fees and expenses thereforof counsel for the indemnified person incurred after the assumption of the conduct and control of such action or suit by the indemnifying party. So long as the indemnifying party is contesting any such action in good faith, the indemnified person shall not pay or settle any such action or suit.

Defense of Claims. In case If any such action or proceeding claim is brought against an any of the indemnified parties by a third party, except and if such indemnified party intends to seek indemnity with respect thereto under this Article 8, such indemnified party shall promptly notify in writing Buyer or Seller, as provided for the case may be, of such claim. If any indemnified party fails to provide the foregoing written notice in a timely manner, which failure to notify results in or otherwise gives rise to any material prejudice to the next sentencedefense of such claim, the indemnified party or parties shall be deemed to have waived its or their rights to indemnification under this Article 8 from the indemnifying party or parties only to the extent of the prejudice suffered as a result of failure to timely notify. Upon receipt of such notice, the indemnifying party shall be entitled have 30 days to participate therein commence to undertake, conduct and assume control, through counsel of its own choosing and its sole cost and expense, the settlement or defense thereof, jointly with any other and the indemnified party shall cooperate in connection therewith (including, without limitation, providing to the indemnifying party, with counsel reasonably satisfactory to such at the indemnifying party's request, and at no cost, any information and reasonable assistance from the indemnified party, and after notice from the indemnifying party to 's staff which may be necessary for such indemnified party of its election so to assume the defense thereof and approval by settlement or defense); PROVIDED that: (a) without the indemnified party of such counselparty's consent, the indemnifying party shall not be liable consent to such the entry of any judgment or enter into any settlement that (i) provides for an injunctive or equitable relief adversely affecting the indemnified party for any legal expenses subsequently incurred or (ii) materially adversely affects the goodwill of the business of the Group, PROVIDED, that at the time the indemnified party notified the indemnifying party as required by the first sentence of this Section 8.3, such notification shall have included a statement prepared in good faith by such indemnified party that it has determined on reasonable grounds that a judgment or settlement would be reasonably likely to materially adversely affect the goodwill of the Group, and PROVIDED, FURTHER, that in connection the event such indemnified party does not provide its consent (which consent shall not be unreasonably withheld) within 15 days of the indemnifying party's request for consent, the indemnifying party's Liability in respect of the Losses related to such judgment or settlement shall be limited solely to the amount for which such Losses could have reasonably been settled by the indemnifying party; (b) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party; PROVIDED that the fees and expenses of such counsel shall be borne by the indemnified party; and (c) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss, damage or third party costs incurred by the indemnified party as a result of such claim, but not including any attorney's fees or expenses of the indemnified party when the indemnifying party has assumed the defense and not including overhead or personnel costs of the indemnified party arising from cooperating with the defense thereofindemnifying party; and so long as the indemnifying party is reasonably contesting any such claim in good faith, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expensenot pay or settle any claim. If (i) the indemnifying party fails to does not notify the indemnified party in writing, within 15 30 days after receipt of the indemnified party has given party's written notice of a claim of indemnity hereunder that it elects to undertake the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such casedefense thereof, the indemnified party shall have the right to assume contest, settle or continue compromise the claim at the expense of the indemnifying party, PROVIDED that the indemnified party shall use its own defense reasonable best efforts to minimize any Losses and shall act in good faith in contesting, settling or compromising such claim. Whether or not the indemnifying party will have assumed the defense, such party will not be obligated to indemnify the indemnified party for any settlement entered into without the indemnifying party's prior written consent, which consent will not be withheld unreasonably or delayed. (d) The foregoing provisions of Section 8.3 shall not apply to Tax matters, which instead shall be liable for any fees and expenses thereforgoverned by Section 5.15(f).

Defense of Claims. In the case of any claim for indemnification under Section 11.1, 11.2 or 11.3 arising from a claim of a third party (including the IRS or any other Governmental Authority), an indemnified party shall give prompt written notice and, subject to the following sentence, in no case later than twenty (20) days after the indemnified party’s receipt of notice of such claim, to the indemnifying party of any claim, suit or demand of which such indemnified party has Knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right to defend and to direct the defense against any such action claim, suit or proceeding is brought demand in its name and at its expense, and with counsel selected by the indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against an the indemnified party; provided, except as provided however, that the indemnifying party shall not have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party for contests, in whole or in part, its indemnification obligations therefor. If the indemnifying party elects, and is entitled, to compromise or defend such claim, it shall within twenty (20) days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall, at the request and expense of the indemnifying party, cooperate in the next defense of such claim, suit or demand. If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such claim; provided, that in the event that the indemnified party pays or compromises on a claim without the prior written consent of the indemnifying party, then the indemnifying party shall have the right to contest the reasonableness of the amount of any payment or settlement. Except as set forth in the immediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such claim, suit or demand which shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval settled by the indemnified party without the prior written consent of such counselthe indemnifying party; provided, however, that notwithstanding the foregoing, the indemnifying indemnified party shall not be liable required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken there from and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such indemnified party for claim would result in the foreclosure of a lien upon any legal expenses subsequently incurred of the property or assets then held by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate or where any delay in such defense at its own expense. If (i) the indemnifying party fails to notify payment would cause the indemnified party in writing, within 15 days after material economic loss. The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party has given notice to agree to any settlement which requires the taking of the any action or proceeding, that the indemnifying party will indemnify by the indemnified party from and against all Losses other than the delivery of a release, except with the consent of the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, (such consent not to be unreasonably withheld or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the delayed). The indemnified party shall have the right to assume participate in the defense of any claim, suit or continue its own defense and demand with counsel selected by it subject to the indemnifying party party’s right to direct the defense. The fees and disbursements of such counsel shall be liable for at the expense of the indemnified party; provided, however, that, in the case of any claim, suit or demand which seeks injunctive or other equitable relief against the indemnified party, the fees and expenses therefordisbursements of such counsel shall be at the expense of the indemnifying party.

Defense of Claims. In If a claim for Losses (a “Claim”) is to be made by a Company Indemnified Party or a Triad Indemnified Party (an “Indemnified Party”), such Indemnified Party shall give notice (a “Claim Notice”) to (a) Triad, in the case of an indemnification claim pursuant to Section 11.1 or (b) Company, in the case of an indemnification claim pursuant to Section 11.2 (the “Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any such action fact, condition or proceeding is brought against an indemnified partyevent which may reasonably give rise to Losses for which indemnification may be sought under this Article XI; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent the Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). If any Proceeding is filed or instituted making a Claim against any Indemnified Party with respect to a matter subject to indemnity hereunder, notice thereof shall be given to the Indemnifying Party as provided for in the next sentencepromptly as practicable; however, the indemnifying party failure of any Indemnified Party to give timely notice hereunder shall be entitled not affect rights to participate therein and assume indemnification hereunder, except to the defense thereofextent the Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of such a notice of a Proceeding, jointly with any other indemnifying party, the Indemnifying Party shall have the right to defend the Indemnified Party against the Proceeding at the Indemnifying Party’s expense with counsel of its choice reasonably satisfactory to such indemnified partythe Indemnified Party, and after notice from unless the indemnifying party nature of the Claim creates an ethical conflict or otherwise makes it inadvisable for the same counsel to such indemnified party of its election so to assume represent the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, Indemnified Party and the indemnified party shall be entitled to participate in such defense at its own expense. If Indemnifying Party, so long as (i) the indemnifying party fails to notify Indemnifying Party notifies the indemnified party Indemnified Party in writing, writing within 15 fifteen (15) days after the indemnified party Indemnified Party has given notice of the action Claim or proceeding, Proceeding that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all the entirety of any Losses the indemnified party Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claimClaim or raised in the Proceeding, (ii) the indemnifying party fails to provide Indemnifying Party provides the indemnified party Indemnified Party with evidence reasonably acceptable to the indemnified party Indemnified Party that the indemnifying party Indemnifying Party will have the financial resources to defend against the claim or proceeding Proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; Proceeding involves only a Claim for money damages and no other relief and (iv) the Indemnifying Party conducts the defense of the Proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any such indemnified party reasonably Proceeding without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed) or enter into any settlement negotiations in connection with such Proceeding without giving prior written notice to the Indemnified Party. In all other cases the Indemnified Party may defend the Claim or Proceeding with counsel of its choosing at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The Parties shall have concluded cooperate with each other in connection with any defense and in any notifications to insurers. If the Indemnifying Party fails to promptly and diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnified Party against which such Claim has been asserted shall (upon advice delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, own choosing at the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice expense of its counsel) that, with respect to such claims, the indemnified party Indemnifying Party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Indemnifying Party shall have the right to assume or continue participate therein at its own defense and the indemnifying party cost. Losses shall be liable for any fees paid within five (5) business days of the final determination of the merits and expenses thereforamount of a Claim.

Defense of Claims. In case Any Buyer Indemnitee or Seller Indemnitee (the "Indemnified Party") seeking indemnification under this Agreement shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a written notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder within 30 days of learning of the existence of such action claim; provided, however, that the Indemnified Party's failure to provide such notice in not more than 30 days shall not preclude the Indemnified Party from being indemnified for such claim or proceeding is brought against demand, except to the extent that the failure to give timely notice results in a forfeiture of substantive defenses available to the Indemnifying Party. Upon receipt by the Indemnitor of a Claim Notice from an indemnified Indemnified Party with respect to any claim of a third party, except as provided for such Indemnitor may assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses related thereto; and the Indemnified Party shall cooperate in the next sentencedefense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. If the indemnifying party shall be entitled to participate therein and Indemnitor does not assume the defense thereof, jointly the Indemnitor shall similarly cooperate with the Indemnified Party in such defense or prosecution. The Indemnified Party shall have the right to participate in the defense or prosecution of any other indemnifying partylawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, with but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnitor shall not have promptly employed counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party Indemnified Party to such indemnified party take charge of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party such Indemnified Party shall have reasonably concluded that there exists a significant conflict of interest with evidence acceptable respect to the indemnified party that conduct of such Indemnified Party's defense by the indemnifying party will indemnitor, in either of which events such reasonable fees and expenses of one counsel shall be borne by the Indemnitor and the Indemnitor shall not have the financial resources right to defend against direct the defense of any such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim or proceeding solely for monetary damages for which indemnification has been sought and fulfill is available hereunder. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which settlement the Indemnitor may, if it shall have assumed the defense of the suit, reject in its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding reasonable judgment within 10 days after receiving notice of receipt of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, notice. Notwithstanding the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, foregoing the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party Indemnified Party shall have the right to assume pay or continue its own settle any suit for which indemnification has been sought and is available hereunder, provided, that, if the defense and of such claim shall have been assumed by the indemnifying party Indemnitor, the Indemnified Party shall automatically be liable for deemed to have waived any fees and expenses thereforright to indemnification hereunder.

Defense of Claims. In case Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such action or proceeding claim. If the Indemnified Party fails to provide the Indemnifying Party with such notice prior to the time at which the Indemnifying Party's ability to defend against such claim is brought against an indemnified partyirrevocably prejudiced by the failure to provide such notice, except the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such portion of the claim as provided for to which the Indemnifying Party's ability to defend has been prejudiced by such failure. The Indemnifying Party may, upon written notice to the Indemnified Party within 30 calendar days of receipt of the notice specified in the next sentencefirst sentence of this para graph, the indemnifying party shall be entitled to participate therein and assume the defense thereofof any such claim if the Indemnifying Party acknowledges to the Indemnified Party the Indemnified Party's right to indemnity pursuant hereto in respect of the entirety of such claim. If the Indemnifying Party assumes the defense of any such claim, jointly with any other indemnifying party, with the Indemnifying Party shall select counsel reasonably satisfactory acceptable to such indemnified party, and after notice from the indemnifying party Indemnified Party to such indemnified party of its election so to assume conduct the defense of such claim, shall take all steps necessary in the defense or settlement thereof and approval by shall at all times diligently and promptly pursue the indemnified party resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim in accordance with this Section 7.3, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnified Party; PROVIDED, HOWEVER, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such counselsettlement or judgment concurrently with the effectiveness thereof; PROVIDED, FURTHER, that the indemnifying party Indemnifying Party shall not be liable authorized to encumber any of the assets of the Indemnified Party or to agree to any restriction that would apply to the Indemnified Party, or to any other Buyer or Seller Indemnitee, as applicable, or to its conduct of business or to any other Buyer or Seller Indemnitee, as applicable, or to their conduct of business; AND PROVIDED, FURTHER, that a condition to any such settlement shall be a complete release of the Indemnified Party with respect to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party claim. The Indem nified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its own counsel and at its own expense. The Indemnified Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents and each other Buyer or Seller Indemnitee, as applicable, to, cooperate fully with the Indemnifying Party in the defense of any claim pursuant to this Section 7.3. If (i) the indemnifying party fails to notify Indemnifying Party does not assume the indemnified party defense of any claim resulting therefrom in writingaccordance with the terms of this Section 7.3, within 15 days the Indemnified Party may defend against such claim in such manner as it may deem appropriate, including settling such claim after the indemnified party has given giving notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable same to the indemnified party that Indemnifying Party, on such terms as the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there Indemnified Party may be one or more legal defenses available to such indemnified party or other indemnified parties which are different than those available to, or not available to, the indemnifying party; or (v) if such indemnified party reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the indemnified party and the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in any such case, the indemnified party shall have the right to assume or continue its own defense and the indemnifying party shall be liable for any fees and expenses therefordeem appropriate.

Defense of Claims. In case any such action or proceeding If a claim for Damages (a "Claim") is brought to be made by a party entitled to indemnification hereunder against an indemnified the indemnifying party, the party claiming such indemnification shall, give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 10.2. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as provided for in to the next sentenceextent that the indemnifying party has been actually and materially damaged by such failure. After such notice, if the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party acknowledge in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable writing to the indemnified party that the indemnifying party will have shall be obligated under the financial resources to defend against the claim terms of its indemnity hereunder in connection with such lawsuit or proceeding and fulfill its indemnification obligations hereunderaction, (iii) then the indemnifying party fails shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably acceptable to the indemnified party, to handle and defend diligently the same unless the named parties to such action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (ivincluding any impleaded parties) such include both the indemnifying party and the indemnified party reasonably shall have concluded (upon advice of its counsel) and the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available toto the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not available toto be unreasonably withheld, except that no consent shall be required if (1) there is no finding or admission of any violation of Legal Requirements or any violations of the rights of a Person and no effect on any other claims that may be made against the indemnified party, (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (3) any such compromise or settlement contains an express release of the indemnified party. If the indemnifying party fails to assume the defense of such lawsuit or action within fifteen (15) calendar days after receipt of the Claim Notice, the indemnified party against which such lawsuit or action has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such lawsuit or action on behalf of and for the account and risk of the indemnifying party; provided, however, that such lawsuit or (v) if such action shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnified party reasonably shall have concluded (upon advice settles or compromises such lawsuit or action without the prior written consent of its counsel) thatthe indemnifying party, the indemnifying party will bear no liability hereunder for or with respect to such claimslawsuit or action. In the event the indemnified party assumes the defense of the lawsuit or action, the indemnified party and will keep the indemnifying party may have different, conflicting, or adverse legal positions or interests then, in reasonably informed of the progress of any such casedefense, the indemnified party shall have the right to assume compromise or continue its own defense and the settlement. The indemnifying party shall be liable for any fees settlement of any action effected pursuant to and expenses thereforin accordance with this Section 10.2 and for any final judgment (subject to any right of appeal) and the indemnifying party agrees to indemnify, defend and hold harmless an indemnified party from and against any Damages by reason of such settlement or judgment.

Defense of Claims. In case If any action or proceeding (including any governmental investigation or inquiry by any Governmental Body) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought from an indemnifying party, such indemnified party shall promptly notify the indemnifying party in writing, and the indemnifying party may, in its sole discretion, promptly upon receipt of such notice, assume the defense thereof, including the employment of counsel (who may be counsel for the indemnifying party) reasonably satisfactory to such indemnified party and the payment of all expenses therefor. The indemnifying party shall not, except with the written consent of the indemnified party (or if such consent is unreasonably withheld), consent to the entry of a judgment or settlement. If the indemnifying party elects to assume the defense of any such action or proceeding, the indemnified party shall have the right, in its sole discretion, to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless (a) the indemnifying party has agreed to pay such fees and expenses or (b) the indemnifying party shall have elected not to assume the defense of such action or proceeding or shall have failed to promptly assume the defense of such action or proceeding or shall have failed to employ counsel satisfactory to such indemnified party in any such action or proceeding is brought against an or (c) the named parties to any such action or proceeding (including any impeded parties) include both such indemnified party, except as provided for in party and the next sentence, the indemnifying party shall be entitled to participate therein and assume the defense thereof, jointly with any other indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than costs of investigation, and the indemnified party shall be entitled to participate in such defense at its own expense. If (i) the indemnifying party fails to notify the indemnified party in writing, within 15 days after the indemnified party has given notice of the action or proceeding, that the indemnifying party will indemnify the indemnified party from and against all Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (ii) the indemnifying party fails to provide the indemnified party with evidence acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the indemnifying party fails to defend diligently the action or proceeding within 10 days after receiving notice of such failure from such indemnified party; (iv) such indemnified party reasonably shall have concluded (upon advice of its counsel) been advised by counsel that there may be one or more legal defenses available to such indemnified party or other indemnified parties which that are different than from or additional to those available to, or not available to, to the indemnifying party; or party (v) in which case, if such indemnified party reasonably shall have concluded (upon advice notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of its counsel) that, with respect to such claimsthe indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such indemnified party and any other indemnified parties, which firm shall be designated in writing by such indemnified parties). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent (which shall not be unreasonably withheld), or if there be a final judgment for the plaintiff in any such action or proceeding, the indemnifying party may have different, conflicting, agrees to indemnify and hold harmless such indemnified parties from and against any loss or adverse legal positions liability by reason of such settlement or interests then, in judgment. If either party shall claim indemnification for Damages hereunder for any such caseclaim other than a third party claim, the indemnified party shall have the right to assume or continue its own defense and promptly notify the indemnifying party of the nature of the claim and the amount of the Damages and payment therefor shall be liable made by the indemnifying party forthwith upon receipt of such notice. In addition, the indemnified party shall cooperate with the indemnifying party and its representatives in connection with the defense or investigation of any claim or other matter for any fees which indemnification is sought, as reasonably requested by the indemnifying party (including by providing access to books and expenses thereforrecords and representatives of the indemnified party on reasonable request, provided that such access does not unreasonably interfere with Buyer's business.