Common use of Defense of Third Party Claims and Extension of Statute of Limitations Clause in Contracts

Defense of Third Party Claims and Extension of Statute of Limitations. The Indemnifying Party shall have the right to defend the Indemnified Party against any Third Party Claim with its own counsel and at its sole cost and expense, and will notify the Indemnified Party promptly (and in any event within fifteen (15) days after notice of such Third Party Claim) with respect to whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of a Third Party Claim if (x) such matter is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time the Indemnified Party is notified by the Indemnifying Party as to whether the Indemnifying Party will assume the defense of such Third Party Claim, the Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Third Party Claim. If the Indemnifying Party elects to assume the defense of the Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle or compromise such Third Party Claim, nor agree to extend any statute of limitations applicable to such Third Party Claim, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld. In the event that the Indemnifying Party shall assume the defense of a Third Party Claim, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance, and authority to enable the Indemnifying Party defend and/or settle such Third Party Claim, and upon the Indemnifying Party’s payment of any amounts due with respect to such Proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with respect to which such payment is made.

Defense of Third Party Claims and Extension of Statute of Limitations. The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party Party") shall have the right to defend the Indemnified Party against any Third Party Claim with in its own counsel discretion and at its sole cost expense to participate in and expensecontrol (a) the defense or settlement of any claim, and will notify the Indemnified Party promptly suit, action or proceeding (and including appeals) in any event within fifteen (15) days after notice respect of such Third Party Claimitem (or items) with respect to whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of by any other person other than a Third Party Claim if (x) such matter is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time the Indemnified Party is notified by the Indemnifying Party hereto insofar as to whether the Indemnifying Party will assume the defense of such Third Party Claim, the Indemnified Party shall take claim indemnification hereunder in respect thereof, (b) any and all actions reasonably necessary to timely preserve the collective rights of the parties negotiations with respect to such Third Party Claim. If thereto, and ( c) the Indemnifying Party elects to assume assertion of any claim against any insurer with respect thereto, and the defense of the Third Party Claim, the Indemnifying Indemnified Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle any such claim, suit, action or compromise such Third Party Claim, nor proceeding or agree to extend any applicable statute of limitations applicable to such Third Party Claim, limitation without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written consent approval of the Indemnifying Party, which consent will approval shall not be unreasonably withheldwithheld or delayed. In the event that The rights of participation, control and approval granted to the Indemnifying Party shall assume be subject as a condition precedent to such party's acknowledging to the defense Indemnified Party, in writing, the obligation of a Third the Indemnifying Party Claimto indemnify the other party hereto in respect of such third party's claim, suit, action or proceeding giving rise to such item. Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance, assistance and authority to enable the Indemnifying Party defend and/or settle to effect such Third Party Claim, defense or settlement and upon the Indemnifying Party’s 's payment of any amounts due with in respect to of such Proceedingclaim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with in respect to of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right to participate in or control the foregoing matters.

Defense of Third Party Claims and Extension of Statute of Limitations. The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party Party") shall have the right to defend the Indemnified Party against any Third Party Claim with in its own counsel discretion and at its sole cost expense to participate in and expensecontrol (a) the defense or settlement of any claim, and will notify the Indemnified Party promptly suit, action or proceeding (and including appeals) in any event within fifteen (15) days after notice respect of such Third Party Claimitem (or items) with respect to whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of by any other person other than a Third Party Claim if (x) such matter is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time the Indemnified Party is notified by the Indemnifying Party hereto insofar as to whether the Indemnifying Party will assume the defense of such Third Party Claim, the Indemnified Party shall take claim indemnification hereunder in respect thereof, (b) any and all actions reasonably necessary to timely preserve the collective rights of the parties negotiations with respect to such Third Party Claim. If thereto, and (c) the Indemnifying Party elects to assume assertion of any claim against any insurer with respect thereto, and the defense of the Third Party Claim, the Indemnifying Indemnified Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle any such claim, suit, action or compromise such Third Party Claim, nor proceeding or agree to extend any applicable statute of limitations applicable to such Third Party Claim, limitation without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written consent approval of the Indemnifying Party, which consent will approval shall not be unreasonably withheldwithheld or delayed. In the event that The rights of participation, control and approval granted to the Indemnifying Party shall assume be subject as a condition precedent to such party's acknowledging to the defense Indemnified Party, in writing, the obligation of a Third the Indemnifying Party Claimto indemnify the other party hereto in respect of such third party's claim, suit, action or proceeding giving rise to such item. Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance, assistance and authority to enable the Indemnifying Party defend and/or settle to effect such Third Party Claim, defense or settlement and upon the Indemnifying Party’s 's payment of any amounts due with in respect to of such Proceedingclaim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with in respect to of which such payment is made. If the Indemnifying Party is not so willing to acknowledge such obligation, the Indemnified Party shall be entitled to proceed with the defense or settlement of the claim, suit, action or proceeding, any and all negotiations with respect thereto, and the assertion of any claim against any insurer with respect thereto at the expense of the Indemnifying Party, and the Indemnifying Party shall have no right to participate in ot control the foregoing matters.

Defense of Third Party Claims and Extension of Statute of Limitations. The Indemnifying Party shall have (i) With respect to the right to defend Excluded Matters and/or any Other R&W Insured Losses, the Indemnified Party against shall promptly give written notice (which such written notice shall state in reasonable detail the nature of any Third such claim for indemnification and the provisions of this Agreement upon which such claim for indemnification is made) hereunder to the Indemnifying Party Claim with its own counsel and at its sole cost and expense, and will notify the Indemnified Party promptly (and in any event within fifteen (15) days after obtaining notice of any claim as to which recovery may be sought against the Indemnifying Party because of the indemnity in this Article IX, and, if such Third indemnity obligation shall arise from the claim of a third party, shall permit the Indemnifying Party Claim) with respect to whether or not it is exercising its right to defend assume the defense of any such Third Party Claimclaim and any litigation resulting from such claim; provided provided, however, that the Indemnifying Party shall not have the right to assume control of the defense of a Third Party Claim if any claim (xi) to the extent that the object of such matter claim for indemnification is criminal in nature or seeks injunctive to obtain an injunction, restraining order, declaratory relief or other equitable non-monetary relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time against the Indemnified Party is notified which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party (ii) if the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Parties and the Indemnifying Parties and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Parties) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to Indemnifying Parties (in which event each shall have the right to utilize counsel of their own choosing), or (iii) if such action or proceeding involves, or could reasonably be expected to involve liability that would constitute a material adverse effect on the Indemnified Parties. Failure by the Indemnifying Party as to whether notify an Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given to the Indemnifying Party will shall be deemed a waiver by the Indemnifying Party of its right to defend such claim and the Indemnifying Party shall pay the reasonably incurred out-of-pocket cost and expense of the Indemnified Party to defend such claim. The Indemnified Party shall (unless the Indemnifying Party assumes the defense thereof) keep the Indemnifying Party reasonably apprised of any significant developments relating to any such claim. (ii) If the Indemnifying Party shall assume the defense of any such Third Party Claimclaim by a third party or litigation resulting therefrom after receipt of notice from such Indemnified Party, the Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Third Party Claim. If the Indemnifying Party elects to assume the defense of the Third Party Claim, (i) the Indemnifying Party shall have full control not, in the defense of such defense and proceedingsclaim or any litigation resulting therefrom, including consent to entry of any compromise judgment (other than a judgment of dismissal on the merits without costs) or settlement thereof; provided, however, that the Indemnifying Party will not settle or compromise such Third Party Claim, nor agree to extend any statute of limitations applicable to such Third Party Claim, without settlement thereof except with the prior written consent of the Indemnified Party, which Party (such consent will not to be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise , conditioned or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (idelayed) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) anything in this Section 9.2(e) to the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by contrary notwithstanding, the Indemnified Party may, with counsel of its choice and at its expense, participate in the defense of any such claim or its Affiliates. Any Indemnified Party will in good faith cooperate and assist litigation. (iii) If the Indemnifying Party in defending against shall not assume the defense of any claims such claim by a third party or asserted claims with respect to which the litigation resulting therefrom after receipt of notice from such Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to may defend a Third Party Claim (or is not entitled to defend against such claim pursuant to the foregoing), the Indemnified Party shall diligently defend or litigation in such Third Party Claimmanner as it deems appropriate; provided that the Indemnified Party will may not settle or compromise any such claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, litigation without the prior written consent of the Indemnifying Party, which Party (such consent will not to be unreasonably withheld. In the event that the Indemnifying Party shall assume the defense of a Third Party Claim, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance, and authority to enable the Indemnifying Party defend and/or settle such Third Party Claim, and upon the Indemnifying Party’s payment of any amounts due with respect to such Proceeding, the Indemnified Party will, to the extent of such payment, assign conditioned or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with respect to which such payment is madedelayed).

Defense of Third Party Claims and Extension of Statute of Limitations. The party to this Agreement against which a claim for a particular item (or group of related items) of Loss is asserted (the "Indemnifying Party Party") shall have the right to defend the Indemnified Party against any Third Party Claim with in its own counsel discretion and at its sole cost and expenseexpense to participate in (a) the defense or settlement of any claim, and will notify the Indemnified Party promptly suit, action or proceeding (and including appeals) in any event within fifteen (15) days after notice respect of such Third Party Claimitem (or items) with respect to whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of by any other person other than a Third Party Claim if (x) such matter is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time the Indemnified Party is notified by the Indemnifying Party hereto insofar as to whether the Indemnifying Party will assume the defense of such Third Party Claim, the Indemnified Party shall take claim indemnification hereunder in respect thereof, (b) any and all actions reasonably necessary to timely preserve the collective rights of the parties negotiations with respect to such Third Party Claim. If thereto, and (c) the Indemnifying Party elects to assume assertion of any claim against any insurer with respect thereto, and the defense of the Third Party Claim, the Indemnifying Indemnified Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle any such claim, suit, action or compromise such Third Party Claim, nor proceeding or agree to extend any applicable statute of limitations applicable to such Third Party Claim, limitation without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written consent approval of the Indemnifying Party, which consent will approval shall not be unreasonably withheldwithheld or delayed. In the event that The rights of participation, control and approval granted to the Indemnifying Party shall assume be subject as a condition precedent to such party's acknowledging to the defense Indemnified Party, in writing, the obligation of a Third the Indemnifying Party Claimto indemnify the other party hereto in respect of such third party's claim, suit, action or proceeding giving rise to such item. Upon such acknowledgment, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance, assistance and authority to enable the Indemnifying Party defend and/or settle to effect such Third Party Claimdefense or settlement, and upon the Indemnifying Party’s 's payment of any amounts due with in respect to of such Proceedingclaim, suit, action or proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with in respect to of which such payment is made.. If the Indemnifying Party is not so willing to acknowledge such obligation, the parties shall jointly consult and proceed as to any such third party claim, suit, action or proceeding. DEFINITIONS ----------- 9.1 The following terms as used in this Agreement shall have the meanings set forth below:

Defense of Third Party Claims and Extension of Statute of Limitations. The Indemnifying Party shall have the right to defend the Indemnified Party against any Third Party Claim with its own counsel and at its sole cost and expense, and will notify the Indemnified Party promptly (and in any event within fifteen (15i) days after notice of such Third Party Claim) with respect to whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of a Third Party Claim if (x) such matter is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior Subject to the time the Indemnified Party is notified by the Indemnifying Party as to whether the Indemnifying Party will assume the defense of such Third Party Claim, the Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Third Party Claim. If the Indemnifying Party elects to assume the defense of the Third Party ClaimPurchasers’ obligations under Section 7.2(c)(i), the Indemnifying Party shall have full the right, in its discretion and at its expense, to participate in and control of such (A) the defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle or compromise such of any Claim (including appeals) (a “Third Party Claim”) in respect of such item (or items) by any Person other than the Indemnified Party, nor agree subject to extend any statute of limitations applicable to such Third Party Claim, without the prior written consent of the Indemnified Party, Party with respect to any non-monetary provisions of any settlement (which consent will shall not be unreasonably withheld; provided further that if the Indemnified Party does not consent to , conditioned or delayed), (B) any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party and all negotiations with respect to such Third Party Claim shall in no event exceed thereof, and (C) the amount assertion of the settlement offer to which the Indemnified Party withheld its consentany claim against any insurer with respect thereto. Notwithstanding the foregoing, such consent Indemnifying Party’s right to control any settlement or litigation (excluding any settlement or litigation associated with the Tax Dispute, which shall not be required if governed by Schedule 6.8) is further subject to the following: (ix) in the settlement agreement contains event that the Claim is being made by a complete and unconditional general release by the third party asserting who is a counterparty to any Material Contract, then Purchasers shall have the Third Party Claim right to all Indemnified Parties affected participate in the defense of such Claim, including by the Third Party Claim retaining legal counsel (at their sole cost and (iiexpense) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims consulting with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If although the Indemnifying Party fails to exercise its right to defend a Third Party shall ultimately control the defense of such Claim (or is not entitled to defend such claim pursuant to which control and defense of the foregoingClaim shall be exercised in a reasonable manner), ; and (y) the Indemnified Indemnifying Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not only settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without claims with the prior written consent of the Indemnifying Party, Purchasers (which consent will shall not be unreasonably withheld, conditioned or delayed). In the event that the Indemnifying Party shall assume the defense of a Third Party Claim, the Indemnified Party will provide the Indemnifying Party with all reasonably available information, assistance, and authority to enable the Indemnifying Party defend and/or settle such Third Party Claim, and upon Upon the Indemnifying Party’s payment of any amounts due with in respect to of such ProceedingThird Party Claim, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with in respect to of which such payment is made.

Defense of Third Party Claims and Extension of Statute of Limitations. (a) The Indemnifying Party shall have the right in its discretion and at its expense to defend participate in and control (i) the defense or settlement of any claim, suit, action or proceeding (including appeals) in respect of such item (or items) by any Person (but excluding any matter described in Section 6.8(f)) other than the Indemnified Party against (a "Third Party Claim"), subject to the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) and (ii) any and all negotiations with respect thereof, and the Indemnified Party shall not settle any such Third Party Claim with its own counsel and at its sole cost and expenseor agree to extend any applicable statute of limitation without the prior written approval of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); provided, and will notify the Indemnified Party promptly (and in any event within fifteen (15) days after notice of such Third Party Claim) with respect to whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of a must admit that such Third Party Claim if (x) is indemnifiable pursuant to this Article IX. If the Indemnifying Party does not provide an admission that such matter Third Party Claim is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Partyindemnifiable pursuant to this Article IX, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time the Indemnified Party is notified by the Indemnifying Party as may (in its sole discretion) elect to whether the Indemnifying Party will assume control the defense of such Third Party Claim, Claim or permit the Indemnified Indemnifying Party shall take all actions reasonably necessary to timely preserve control the collective rights defense of the parties with respect to such Third Party Claim. If the Indemnifying Party does not provide an admission that such Third Party Claim is indemnifiable pursuant to this Article IX and the Indemnified Party permits the Indemnifying Party to control the defense of such Third Party Claim, any legal or other expenses reasonably incurred by the Indemnified Party not otherwise paid by the Indemnifying Party pursuant to Section 9.5(b), shall be considered a Loss subject to indemnification pursuant to this Article IX if the underlying Third Party Claim results in an indemnifiable Loss. If the Indemnified Party elects to control the defense of such Third Party Claim (which, unless the Third Party Claim results in an indemnifiable Loss, shall be at the expense of the Indemnified Party), the Indemnified Party shall jointly consult and proceed with the Indemnifying Party with respect to such Third Party Claim. The Indemnified Party will provide the Indemnifying Party with reasonable assistance with respect to such Third Party Claim; provided, that the Indemnifying Party shall promptly reimburse the Indemnified Party for all of its reasonable out-of-pocket expenses and reasonable attorneys' fees incurred in connection with such assistance. (b) After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, unless (x) the Indemnifying Party did not provide an admission that the Third Party Claim was indemnifiable and (y) the underlying Third Party Claim results in an indemnifiable Loss, the Indemnifying Party shall not be liable to the Indemnified Party under this Article IX for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, any Indemnified Party shall have the right to employ separate counsel in any such claim or action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnifying Party receives an opinion of Indemnified Party's counsel that there is a conflict of interest within the meaning of California Civil Code Section 2860 between the Indemnifying Party and the Indemnified Party with respect to the defense of the Third Party Claim, (iii) the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle or compromise such Third Party Claim, nor agree has failed to extend any statute of limitations applicable to such Third Party Claim, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld. In the event that the Indemnifying Party shall assume the defense of such claim or action or (iv) the subject matter of the claim involves an attempt by the claimant to restrain or enjoin the Company or the Subsidiaries from engaging in their respective ongoing businesses (as opposed solely to the payment of money damages). (c) Notwithstanding anything to the contrary in this Section 9.5, should any claim hereunder involve a Third Party Claim, situation where the Indemnified Party reasonably anticipates that part of the claim will provide be borne by it and part of the claim will be borne by the Indemnifying Party with all reasonably available information, assistance, and authority due to enable the Indemnifying Party defend and/or settle such Third Party Claim, and upon existence of the Indemnifying Party’s payment of any limitation amounts due with respect to such Proceedingin Section 9.3, the Indemnified Party will, parties shall jointly consult and proceed as to the extent of any such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with respect to which such payment is madeclaim.

Defense of Third Party Claims and Extension of Statute of Limitations. The Indemnifying Party shall have the right to defend the Indemnified Party against any Third Party Claim with its own counsel and at its sole cost and expense, and will notify the Indemnified Party promptly (and in any event within fifteen (15) days after notice of such Third Party Claim) with respect to whether or not it is exercising its right to defend such Third Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of a Third Party Claim if (x) such matter is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time the Indemnified Party is notified by the Indemnifying Party as to whether the Indemnifying Party will assume the defense of such Third Party Claim, the Any Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Third Party Claim. If the Indemnifying Party elects to assume the defense of the Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle or compromise such Third Party Claim, nor agree to extend any statute of limitations applicable to such Third Party Claim, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will shall join in any action, litigation, arbitration or proceeding, provided that the Indemnifying Party shall pay the costs of the Indemnified Party will pay its own costs Party, including reasonable attorney's fees, caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the The Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld. In the event that Any right of participation of the Indemnifying Party shall assume be subject, as a condition precedent, to such party's acknowledging to the defense Indemnified Party, in writing, the obligation of a Third the Indemnifying Party Claimto indemnify the other party hereto in accordance with the terms of this Agreement. Upon such acknowledgement, the Indemnified Party will provide the Indemnifying Party with will all reasonably available information, assistance, and authority to enable the Indemnifying Party defend and/or settle to jointly participate in such Third Party Claimdefense or settlement, and upon the Indemnifying Party’s 's payment of any amounts due with respect to such Proceeding, the Indemnified Party will, to the extent of such payment, assign or cause to be assigned to the Indemnifying Party the claims of the Indemnified Party, if any, against such third parties with respect to which such payment is made.

Defense of Third Party Claims and Extension of Statute of Limitations. (a) A party seeking indemnity hereunder shall provide the Sellers’ Representative (if indemnity is sought from the Sellers including out of the Escrow Fund) or the Buyer (if indemnity is sought from the Buyer) (the party from whom indemnity is sought, an “Indemnifying Party”) with prompt notice of any claim, suit, action or proceeding (including appeals) in respect of such item (or items) by any Person (but excluding any matter described in Section 7.5(a)) other than the Indemnified Party (a “Third-Party Claim”); provided that the failure to provide such notice to the Indemnifying Party shall not release the Indemnifying Party from any of its obligations under this Article X except and only to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have the right to defend the Indemnified Party against any Third Party Claim with in its own counsel discretion and at its sole cost expense to participate in and expensecontrol the defense or settlement of such Third-Party Claim, and will notify provided that the Indemnified Indemnifying Party promptly may control the defense or settlement of such Third-Party Claim only if (and in any event within fifteen (15i) days after notice the subject matter of such Third Party claim does not involve an attempt by the claimant to restrain or enjoin the Company or the Subsidiaries from engaging in their respective ongoing businesses (as opposed to the payment of money damages), (ii) does not involve criminal allegations, (iii) the Indemnifying Party admits that such Third Party Claim is indemnifiable pursuant to this Article X and that the Indemnifying Parties will pay any Losses arising therefrom (subject to the limitations in this Article X (including, without limitation, the Indemnification Basket and the limitations in Section 10.2(f))), and (iv) such Indemnifying Party assumes the defense of such Third-Party Claim within thirty (30) days of receipt by the Indemnifying Party of notice of such Third-Party Claim and a reasonable description of such Third-Party Claim. In the event that the Indemnifying Party assumes the defense of such Third-Party Claim, (I) the Indemnifying Party shall not be liable to any Indemnified Party for any legal expenses subsequently incurred by the Indemnified Parties in connection with the defense thereof (except as provided in Section 10.6(b) below) and (II) the Indemnified Party will provide the Indemnifying Party with reasonable assistance with respect to whether or not it is exercising its right to defend such Third Third-Party Claim; provided that the Indemnifying Party shall not have the right to assume the defense of a Third Party Claim if (x) such matter is criminal in nature or seeks injunctive or other equitable relief or (y) where Buyer or its related indemnitees are the Indemnified Party, the third party claimant is a then-current material customer of such Indemnified Party. Prior to the time promptly reimburse the Indemnified Party is notified by the Indemnifying Party as to whether the Indemnifying Party will assume the defense for all of its out-of-pocket expenses and reasonable attorneys’ fees incurred in connection with such Third Party Claim, the Indemnified Party shall take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Third Party Claim. If the Indemnifying Party elects to assume the defense of the Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party will not settle or compromise such Third Party Claim, nor agree to extend any statute of limitations applicable to such Third Party Claim, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; provided further that if the Indemnified Party does not consent to any such compromise or settlement, the Indemnifying Party’s indemnification obligation to the Indemnified Party with respect to such Third Party Claim shall in no event exceed the amount of the settlement offer to which the Indemnified Party withheld its consent. Notwithstanding the foregoing, such consent shall not be required if assistance. (ib) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim and (ii) the settlement agreement does not contain any material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates. Any Indemnified Party will in good faith cooperate and assist the Indemnifying Party in defending against any claims or asserted claims with respect to which the Indemnified Party seeks indemnification under this Agreement. If requested by the Indemnifying Party, the Indemnified Party will join in any action, litigation, arbitration or proceeding, provided that the Indemnified Party will pay its own costs caused by such joinder. If the Indemnifying Party fails to exercise its right to defend a Third Party Claim (or is not entitled to defend such claim pursuant to the foregoing), the Indemnified Party shall diligently defend such Third Party Claim; provided that the Indemnified Party will not settle or compromise any claim or asserted claim, nor agree to extend any statute of limitations applicable to any claim or asserted claim, which the Indemnified Party seeks indemnification under this Agreement, without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld. In the event that the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party will be entitled to participate in the defense of such Third-Party Claim and to employ separate counsel of its choice for such purpose; provided, that such employment shall assume be at the Indemnified Party’s own expense unless any of the following are true, in which case the Indemnifying Party shall reimburse the Indemnified Party for any such expense: (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) there is a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to the defense of the Third-Party Claim that would make it inappropriate, as reasonably advised by counsel to the Indemnified Party, for the same counsel to represent both the Indemnified Party and the Indemnifying Party. (c) Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, neither the Indemnifying Party nor any of its Affiliates nor the Indemnified Party will provide nor any of the other Seller Indemnitees or Buyer Indemnitees, as the case may be, shall admit any liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any Third Party Claim for which indemnity is sought without the prior written consent (not to be unreasonably withheld, delayed or conditioned) of the other such party; provided that if the Indemnifying Party with all reasonably available informationhas assumed the defense of such Third-Party Claim, assistance, and authority to enable then the Indemnifying Party defend and/or settle such Third Party Claim, and upon may consent to the Indemnifying Party’s payment entry of any amounts due with judgment or enter into any settlement without the consent of the Indemnified Party if (x) such judgment or settlement includes as an unconditional term thereof the giving by each claimant or plaintiff to each named Indemnified Party of a complete and unconditional release from all liability in respect to such Proceedingclaim, (y) such judgment or settlement would not result in the finding or admission of any violation of Law, and (z) such consent or settlement is for monetary damages fully indemnified by the Indemnified Party will, to the extent of such payment, assign hereunder and includes no injunctive or cause to other equitable relief that would be assigned to the Indemnifying Party the claims of imposed against the Indemnified Party, if any, against such third parties . The Sellers’ Representative shall act on behalf of all Sellers as Indemnifying Parties in the case of all claims with respect to which such payment a Buyer Indemnitee is made.seeking indemnification from the Sellers under this Article X.