Common use of Defense of Third Party Claims Clause in Contracts

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the rightassertion or commencement by any Person, by providing written notice to the Indemnified Partyother than a party hereto, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by Proceeding (whether against the Company, Purchaser or any third party in other Person) with respect of to which indemnification the Sellers may be sought under become obligated to hold harmless, indemnify, compensate or reimburse any Purchaser Indemnitee pursuant to this Article X (a “Third Party Claim”), if the costs Sellers’ Representative agrees that the applicable Seller shall indemnify such Purchaser Indemnitee for and expenses incurred by against any Damages resulting from such underlying claim, then the Company Sellers’ Representative, at its election, shall be entitled to defend, contest or otherwise protect against any such Proceeding at the expense of the applicable Seller, and the Purchaser and the Purchaser Indemnitee must cooperate in connection with any such defense (including attorneysor other action. Notwithstanding the foregoing, the Sellers’ feesRepresentative shall not have the right to assume the defense of such Third Party Claim if such Third Party Claim, other professionals’ and experts’ fees and court if determined adversely to Purchaser Indemnitee, would be likely to result in injunctions, equitable remedies or arbitration costs) shall be paid by the Companyreputational damage in respect of such Purchaser Indemnitee. If the Company Sellers’ Representative proceeds with the defense of any such Third Party Claim: (i) subject to the other provisions of this Article X, all reasonable expenses relating to the defense of such Third Party Claim shall be borne and paid exclusively by the applicable indemnifying Seller; and (ii) if the Sellers’ Representative proceeds with the defense of any such Third Party Claim, Purchaser and the Purchaser Indemnitee shall make available to the Sellers’ Representative any documents and materials in their possession or control, reasonably requested by the Sellers’ Representative, that may be necessary to the defense of such Third Party Claim. If the Purchaser proceeds with the defense of any such Third Party Claim, the applicable indemnifying Seller shall make available to Purchaser any documents and materials in their possession or control, reasonably requested by Purchaser, that may be necessary to the defense of such Third Party Claim. (b) In the event the Sellers’ Representative does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Third Party Claim in accordance with this Section 10.3(a)10.6, the Purchaser Indemnitee shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the entire cost thereof from the applicable indemnifying Seller, including reasonable attorneys’ fees, disbursements and all amounts paid as a result of such Proceeding or the compromise or settlement thereof. (c) The Sellers’ Representative or the Purchaser Indemnitee, as the case may participatebe, through shall not compromise and settle any indemnifiable matters related to Third Party Claims without the prior written consent of the Sellers’ Representative or the applicable Purchaser Indemnitee, as the case may be, such consent not to be unreasonably withheld, delayed, or conditioned. (d) If the Sellers’ Representative assumes the defense of such third party claim in accordance with this Section 10.6, the applicable Purchaser Indemnitee shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choice andchoosing, except as provided herein, at its own expense, in but the Sellers’ Representative shall be entitled to control the defense unless the Purchaser Indemnitee has relieved the applicable indemnifying Seller from liability with respect to the particular matter. (e) If the Sellers’ Representative undertakes the defense of any Third-Third Party ClaimClaim in accordance with this Section 10.6, the Purchaser Indemnitee shall not, so long as the Sellers’ Representative does not abandon the defense thereof, be entitled to recover from the applicable indemnifying Seller, any legal or other expenses subsequently incurred by the Purchaser Indemnitee in connection with the defense thereof. (bf) Any party controlling If the Sellers’ Representative undertakes the defense of any Third-Third Party Claim pursuant hereto shall: (i) conduct in accordance with this Section 10.6, the defense of such Third-Party Claim with reasonable diligence and keep Purchaser Indemnitee shall not, so long as the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of Sellers’ Representative zealously pursues the defense thereof; and (iv) permit , be entitled to recover from the applicable indemnifying Seller, any legal or other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to expenses subsequently incurred by the contrary Purchaser Indemnitee in this Agreement, no party shall be required to disclose any information to connection with the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationdefense thereof.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X 10 (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person not a Party hereto of any claim or Proceeding (awhether against the Purchaser Indemnitees or against any other Person) Subject with respect to which the provisions hereofSeller and Shareholder may become obligated to indemnify, hold harmless, compensate or reimburse any Purchaser Indemnitee pursuant to this Section 7, the Company on behalf of the Indemnified Party Seller and Shareholder shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, claim or Proceeding at the Indemnified Party may defend, or assume control sole expense of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice Seller and Shareholder and, except as provided herein, at its own expense, in connection therewith: (a) The Seller and Shareholder shall proceed to defend such claim or Proceeding in a diligent manner with counsel reasonably satisfactory the Purchaser; (b) The Purchaser shall make available to the Seller and Shareholder any non-privileged documents and materials in the possession of the Purchaser that may be necessary to the defense of such claim or Proceeding; (c) The Seller and Shareholder shall keep the Purchaser informed of all Material developments and events relating to such claim or Proceeding; (d) The Purchaser shall have the right to participate in the defense of any Third-Party Claim. (b) Any party controlling such claim or Proceeding at the defense cost and expense of any Third-Party Claim pursuant hereto shall: (i) conduct Purchaser, provided however, if Seller or Shareholder fails to comply with the terms of this Section 7.5, the cost and expense of defense of such Third-Party Claim with reasonable diligence claim expended by Parent or Purchaser shall be reimbursed to Parent or Purchaser by Seller or Shareholder; (e) The Seller and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableShareholder shall not settle, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received adjust or filed in connection therewith; (iii) permit the other parties and their counsel to confer compromise such claim or Proceeding if such settlement would have a Material adverse effect on the conduct Purchaser (after taking into account this indemnity) without the prior written consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to Purchaser, which consent shall not be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationunreasonably withheld.

Defense of Third Party Claims. Except as set forth below and in Section 6.5(c) and with respect to Tax Claims (a) Subject to which shall be exclusively covered by Section 5.11(d)), in the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person (other than a party to this Agreement) of any claim or Legal Proceeding with respect to which Seller may become obligated to indemnify Purchaser or any other Purchaser Indemnitee pursuant to this Section 6, Seller shall have the right, by providing written notice be entitled to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”)Legal Proceeding with counsel reasonably satisfactory to Purchaser, the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Purchaser shall be paid by entitled to participate in (but not control) the Company. If the Company defense of any such claim or Legal Proceeding, with its counsel and at its own expense; provided, however, that if Seller does not assume the defense of any such Third-Party Claimclaim or Legal Proceeding within 15 days after the receipt of notice of such claim or Legal Proceeding, the Indemnified Party may defend, or assume Purchaser shall be entitled to control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of such claim or Legal Proceeding indefinitely thereafter. Notwithstanding the foregoing, in no event shall Seller be permitted to defend against any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shallsuch claim or Legal Proceeding: (i) unless Seller agrees in writing to indemnify the Purchaser Indemnitees for any Damages arising out of such claim or Legal Proceeding; (ii) unless Seller provides Purchaser with evidence reasonably acceptable to Purchaser that Seller will have the financial resources to defend against such claim or Legal Proceeding and fulfill its indemnification obligations hereunder; (iii) if the claim or Legal Proceeding involves a criminal charge; (iv) if the claim or Legal Proceeding seeks, as its principal remedy, an injunction or other equitable relief; (v) if settlement of, or an adverse judgment with respect to, the claim or Legal Proceeding would, in the good faith judgment of Purchaser, likely establish a precedential custom or practice adverse to the continuing business interests or the reputation of Purchaser; (vi) if Purchaser reasonably determines that the aggregate amount of Damages arising out of such claim or Legal Proceeding would exceed the maximum indemnification liability of Seller with respect to such claim or Legal Proceeding under this Section 6 (taking into account any previous indemnification payments paid or payable by Seller hereunder); or (vii) if Seller does not conduct the defense of such Third-Party Claim with reasonable diligence claim or Legal Proceeding actively and keep the other parties reasonably informed of material developments diligently. Except as set forth in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableSection 6.5(c), submit neither Purchaser nor Seller shall settle or compromise any such claim or Legal Proceeding subject to the other parties copies indemnification provisions of all pleadingsthis Agreement without the prior written consent of Seller or Purchaser, responsive pleadingsas the case may be, motions and other similar legal documents and papers received which consent shall not be unreasonably withheld or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationdelayed.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the right, assertion or commencement by providing written notice to the Indemnified Party, to elect to defend and control the defense any Person of any litigation that is instituted or claim or demand that is asserted by Legal Proceeding (whether against a Group Company, against the Purchaser or against any third party in respect of which indemnification may be sought under this Article X other Person) (a “Third Party Claim”)) with respect to which any of the Sellers may become obligated to hold harmless, indemnify, compensate or reimburse any Purchaser Indemnified Party pursuant to this Article 6, Purchaser shall have the costs and expenses incurred by right, at its election, to proceed with the Company in connection with defense of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court claim or arbitration costs) shall be paid by the CompanyLegal Proceeding on its own. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party Claim, the Indemnified Party may defend, claim or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party Legal Proceeding: (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)a) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in all reasonable expenses relating to the defense of any Third-Party Claim.such claim or Legal Proceeding shall be borne and paid exclusively by the Sellers; (b) Any party controlling the defense of each Seller shall make available to Purchaser any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in his or its possession or control that may be necessary to the defense of such Third-Party Claim with claim or Legal Proceeding; and (c) Purchaser shall have the right to settle, adjust or compromise such claim or Legal Proceeding at its own reasonable diligence and keep discretion. Purchaser shall give the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct Sellers’ Representative prompt notice of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissioncommencement of any such Legal Proceeding against Purchaser or any Group Company; provided, however, that, notwithstanding anything that any failure on the part of Purchaser to so notify the Sellers’ Representative shall not limit any of the obligations of the Sellers under this Article 6 (except to the contrary in this Agreementextent such failure materially prejudices the defense of such Legal Proceeding). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, no party shall be required to disclose any information to the other party or its counselMARKED BY BRACKETS, accountants or representativesHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationAS AMENDED.

Defense of Third Party Claims. (a) Subject to Except as otherwise provided in Article 10, in the provisions hereof, the Company on behalf event of the Indemnified Party assertion of any claim or the commencement by any Person of any Proceeding (whether against an Acquired Company, against Purchaser, against Sellers or against any other Person) with respect to which Sellers or Purchaser, as applicable,may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Article 10 (each, a “Claim”), Purchaser or Seller, as applicable, shall have the right, by providing upon written notice to the Indemnified Partyother Party within thirty (30) days of receipt of a Claim, to elect to defend assume the defense and control the defense of any litigation such Claim; provided that is instituted Purchaser or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”)Sellers, the costs and expenses incurred by the Company in connection with such defense (including attorneys’ feesas applicable, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by permitted to participate in such prosecution and defense and Purchaser and Sellers will provide the Companyother Party with reasonable access to all relevant information and documentation relating to the Claim and the prosecution and defense thereof. If the Company does not assume Purchaser or Sellers, as applicable, so proceeds with the defense of any such Third-Claim: (a) Sellers or Purchaser, as applicable ,shall make available to the other Party any documents and materials in its possession or control that may be necessary to the defense of such Claim, or, in the Indemnified Party may defend, event the delivery of such documents and materials would (i) violate Applicable Law or assume control (ii) breach a Contract or obligation of confidentiality owing to a third party or (iii) constitute a waiver of the Sellers’ or Purchaser’s, as applicable, attorney-client privilege, Sellers or Purchaser, as applicable, shall provide summaries, excerpts or any other information in connection with such documents and materials to the maximum extent legally permissible and shall use reasonable efforts to assist and participate in such defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in which amount shall not constitute “Damages” of the defense of any Third-Party Claim.Sellers or Purchaser, as applicable) as it relates to such materials and documents; and (b) Any party controlling the defense Purchaser and Sellers, as applicable, shall not enter into settlement of any Third-Party Claim pursuant hereto shall: (i) conduct without the defense prior written consent of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) which consent shall not be unreasonably withheld or delayed). Purchaser or Sellers, as promptly as reasonably practicable, submit to applicable,shall give the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct Party prompt notice of the defense thereof; and (iv) permit the other parties and their counsel commencement of any such Claim against an opportunity to review all legal papers to be submitted prior to their submissionIndemnitee; provided, however, thatthat any failure on the part of Purchaser or Sellers, notwithstanding anything as applicable, to so notify the other Party shall not limit any of the obligations of Sellers or Purchaser under this Article 10 (except to the contrary extent such failure materially prejudices the defense of such Proceeding). Such notice shall describe the Claim in this Agreementreasonable detail based upon the information then possessed by Purchaser or Seller, no party as applicable, include copies of all material written evidence thereof, and shall be required to disclose any information indicate the estimated amount, if reasonably practicable and to the other party extent known to Purchaser or its counselSeller, accountants or representativesas applicable, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationDamages that have been or may be sustained by the Indemnitee.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Surviving Corporation, any Acquired Company, Parent or any other Person) with respect to which any Effective Time Holder may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 9, Parent shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend control and control proceed with the defense of any litigation that is instituted or such claim or demand Legal Proceeding with counsel reasonably satisfactory to the Securityholders’ Agent (and for this purpose, it is acknowledged and agreed that Weil, Gotshal & Xxxxxx LLP is asserted by any satisfactory to the Securityholders’ Agent), and the Securityholders’ Agent shall be entitled, at its expense (on behalf of the Effective Time Holders), to participate in, but not to determine or conduct, the defense of such third party claim and Parent shall keep the Securityholders’ Agent reasonably apprised of material developments in such Legal Proceeding, and promptly provide to the Securityholders’ Agent copies of all pleadings, notices and communications with respect to such claim or Legal Proceeding to the extent that receipt of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Companydocuments does not waive any privilege. If the Company does not assume Parent so proceeds with the defense of any such Third-Party Claimclaim or Legal Proceeding: (a) subject to the other provisions of Section 9 (including the exhaustion of any available Deductible), the Indemnified Party may defend, or assume control of the all reasonable defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in costs relating to the defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Effective Time Holders (regardless of whether the underlying claim or Legal Proceeding is indemnifiable hereunder); provided Parent’s sole and exclusive remedy for such defense costs shall be the then available Escrow Fund and any Third-Party Claim.recoveries of such defense costs therefrom shall count against the liability caps in Section 9.3(c)-(d); (b) Any party controlling the defense of each Effective Time Holder shall make available to Parent any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in such Effective Time Holder’s possession or control that may be necessary to the defense of such Third-Party Claim with reasonable diligence and keep claim or Legal Proceeding; and (c) Parent shall have the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableright to settle, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received adjust or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissioncompromise such claim or Legal Proceeding; provided, however, thatthat if Parent settles, notwithstanding anything to adjusts or compromises any such claim or Legal Proceeding without the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion consent of the disclosing party) Securityholders’ Agent, such settlement, adjustment or compromise shall not be conclusive evidence of the existence or amount of Damages incurred by the Indemnitee in connection with such claim or Legal Proceeding (it being understood that if Parent requests that the Securityholders’ Agent consent to a settlement, adjustment or compromise, the Securityholders’ Agent shall not unreasonably withhold or delay such consent provided, that the Securityholders’ Agent may withhold consent to any attorney-client privilege available requested settlement, adjustment or compromise if the Securityholders’ Agent believes in good faith that there is not any underlying basis for indemnification under this Section 9 with respect to such informationsettlement, adjustment or compromise). If Parent does not elect to proceed with the defense of any such claim or Legal Proceeding, the Securityholders’ Agent may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to Parent; provided, however, that the Securityholders’ Agent may not settle, adjust or compromise any such claim or Legal Proceeding without the prior written consent of Parent (which consent may not be unreasonably withheld or delayed) unless (i) such judgment, settlement or compromise includes an unconditional release from all liability with respect to the claim in favor of the Indemnitees or (ii) the sole relief provided in connection with such judgment, settlement or compromise is monetary damages that are paid in full by the Effective Time Holders (including from the Escrow Fund) or any other relief that is enforceable only against The Effective Time Holders. Parent shall give the Securityholders’ Agent prompt notice of the commencement of any such Legal Proceeding against Parent, Merger Sub or the Company; provided, however, that any failure on the part of Parent to so notify the Securityholders’ Agent shall not limit any of the obligations of the Effective Time Holders under Section 9 (except to the extent such failure materially prejudices the defense of such Legal Proceeding). If Parent proceeds with the defense of any such claim or Legal Proceeding as contemplated under this Section 9.5, upon the request of Parent and subject to the other provisions of this Section 9, the Securityholders’ Agent hereby agrees to instruct the Escrow Agent to pay to Parent from the Escrow Amount an amount equal to the reasonable documented defense costs of Parent relating to the defense of such claim or Legal Proceeding as such expenses are incurred by Parent (regardless of the provisions of Section 9.6 but subject to the limitations of Section 9.5(a)) on a monthly basis and subject to a reasonable advance review period for such documentation.

Defense of Third Party Claims. (a) Subject With respect to the provisions hereofany claim by Purchaser or Hospitality under Section 8.1, the Company on behalf of the Indemnified Party relating to a third party claim or demand, Purchaser and Hospitality shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense, by legal counsel chosen by it and reasonably acceptable to Purchaser and Hospitality any such claim or demand, and Purchaser and Hospitality, at their expense, shall have the right, by providing written notice right to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party participate in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claimthird party claim. So long as Seller is defending in good faith any such third party claim, Purchaser and Hospitality shall not settle or compromise such third party claim. In any event, Purchaser and Hospitality shall cooperate in the settlement or compromise of, or defense against, any such asserted claim. Notwithstanding the foregoing, Seller shall obtain the consent of Purchaser and Hospitality, which consent shall not be unreasonably withheld, prior to settling any such third party claim. In the event, the Indemnified Party may defendSeller shall notify the Purchaser and Hospitality that it disputes any claim made by the Purchaser or Hospitality and/or it shall fail to defend such claim actively and in good faith, or assume control then the Purchaser and Hospitality shall have the right to conduct a defense against such claim and shall have the right to settle and compromise such claim without the consent of the defense ofSeller. Once the amount of such claim is liquidated and the claim is finally determined, any Third-Party Claim against the Company. The Indemnified Party Purchaser and Hospitality shall be entitled to pursue each and every remedy available to it at law or in equity (unless itself controlling through the Third-Party Claim procedure specified in accordance with Section 8.5) to enforce the indemnification provisions of this Section 10.3(a)) may participate, through counsel of its own choice Article VIII and, except as provided herein, at its own expense, in the defense of any Third-Party Claimevent it is determined, or the Seller agrees, that it is obligated to indemnify the Purchaser and Hospitality for such claim, the Seller agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by Purchaser in attempting to enforce indemnification under this Article VIII. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Proceeding (whether against the Purchaser, against any other Indemnitee or against any other Person) with respect to which the Seller or the Principal Shareholder may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 9, and the Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Seller to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySeller. If the Company does not Purchaser so elects to designate the Seller or the Principal Shareholder to assume the defense of any such Third-Party Claimclaim or Proceeding: (a) the Seller or Principal Shareholder shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfy, the Indemnified Party may defendSeller, the Seller Subsidiary or assume control the Principal Shareholder satisfactory to the Purchaser; (b) the Purchaser shall make available to the Seller the Principal Shareholder any non-privileged documents and materials in the possession of the Purchaser that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Seller or Principal Shareholder shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Seller or Principal Shareholder shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser, which shall not be unreasonably withheld or delayed; and (f) the Purchaser may at any time (notwithstanding the prior designation of the Seller or Principal Shareholder to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If the Purchaser does not elect to designate the Seller or Principal Shareholder to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the Seller or Principal Shareholder to assume such defense, the Purchaser elects to assume such defense), the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser so proceeds with reasonable diligence the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Seller or Principal Shareholder; (ii) as promptly as reasonably practicable, submit the Seller or Principal Shareholder shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchaser any documents and papers received materials in the possession or filed in connection therewith; control of the Seller or Principal Shareholder that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser shall keep the Seller and their counsel Principal Shareholder informed of all material developments and events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submission; settle, adjust or compromise such claim or Proceeding with the consent of the Seller or Principal Shareholder provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Seller or Principal Shareholder shall be required to disclose any information to the other party not unreasonably withhold or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which delay such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject In the event of the assertion or commencement by any third party of any claim or proceeding with respect to which Sellers may become obligated hereunder to indemnify, hold harmless, compensate or reimburse the provisions hereofPurchaser pursuant to this Section 15, the Company on behalf Purchaser shall reasonably promptly, but in any event within thirty (30) days following knowledge thereof, notify Sellers of such claim or proceeding and of the Indemnified Party shall have facts within the right, Purchaser’s knowledge related thereto by providing written notice to the Indemnified PartySellers. Save for liabilities in relation to product warranties (which may be handled by Purchaser at its discretion), Sellers shall have the right, at its election, to elect assume the defense, negotiation and settlement of such claim or proceeding at its sole expense. Notwithstanding anything to the contrary contained herein, in the event of an indemnification claim arising under Section 13 if the Sellers propose to settle such third-party claim for an amount that exceeds the maximum amount for which Sellers would be liable pursuant to Section 13, then Sellers shall not agree to any such settlement without the prior written consent of the Purchaser. In any such matter: (1) the Sellers shall proceed to defend such claim or proceeding in a diligent manner, always taking the due interests of the Purchaser reasonably into account; (2) the Sellers shall keep the Purchaser informed of all material developments and events relating to such claim or proceeding and consult the Purchaser in advance in order to comply with point (1) above; (3) the Purchaser shall make available to the Sellers any documents and materials in the possession or control of the Purchaser that may be reasonably necessary to the defense of any litigation that is instituted or such claim or demand that is asserted by any third party proceeding; and (4) the Purchaser shall have the right to participate in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, claim or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, proceeding at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the assertion or commencement by any Person of any claim or Proceeding with respect to which an Indemnified Party believes it is entitled to indemnification pursuant to this ARTICLE IX, such Indemnified Party shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyProceeding on its own. If the Company does not assume such Indemnified Party so proceeds with the defense of any such Third-Party Claimclaim or Proceeding: (a) subject to the other provisions of this ARTICLE IX, all reasonable expenses (including attorney’s fees) relating to the defense of such claim or Proceeding (and all amounts due pursuant to any settlement, adjustment or compromise with respect to such claim or Proceeding) shall be borne and paid exclusively by the Indemnifying Parties; (b) the Indemnifying Parties shall make available to the Indemnified Party any documents and materials in their possession or control that may defend, or assume control of be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Sellers’ Representative will be entitled to participate in the defense of any Third-Party Claim.such claim or Proceeding on behalf of the Indemnifying Parties (but not to appear of record or communicate with the Person asserting any such claim or Proceeding or its Representatives), at the sole cost and expense of the Indemnifying Parties; and (bd) Any party controlling the Indemnified Party shall not agree to any settlement of any claim or Proceeding with respect to which it believes it is entitled to indemnification pursuant to this ARTICLE IX that imposes any Liability on any Indemnifying Party without the consent of the Sellers’ Representative (which shall not be unreasonably withheld or delayed). An Indemnified Party shall give the Sellers’ Representative notice after it has been served in connection with the commencement of any such claim or Proceeding against any Indemnified Party; provided, that any failure on the part of any Indemnified Party to so notify the Sellers’ Representative shall not limit any of the obligations of the Sellers, or any of the rights of any Indemnified Party, under this ARTICLE IX (except to the extent such failure materially prejudices the defense of such Proceeding). If an Indemnified Party does not elect to proceed with the defense of any Third-Party Claim pursuant hereto shall: (i) conduct such Proceeding, the Sellers’ Representative may proceed with the defense of such Third-Party Claim Proceeding with reasonable diligence and keep the other parties counsel reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit satisfactory to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received Indemnified Party or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionIndemnified Parties; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party shall be required to disclose Sellers’ Representative may not settle or compromise any information to such Proceeding without the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion prior written consent of the disclosing party) any attorney-client privilege available with respect to such informationIndemnified Party or Indemnified Parties.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding with respect to which any Indemnitee may be entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Section 7, other than any Tax Claim the procedures for which are set forth in Section 5.5(e), (a) Subject Purchaser shall notify the Representative promptly after Purchaser receives written notice of such claim or Legal Proceeding (it being understood that any failure by Purchaser to so notify the Representative shall have no effect on an Indemnitee’s ability to recover Damages pursuant to this Section 7 to the provisions hereofextent such failure is not prejudicial), the Company on behalf of the Indemnified Party (b) Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Legal Proceeding on its own; and (c) the Representative shall be entitled, at its expense (on behalf of which indemnification may be sought under this Article X (a “Third Party Claim”the Securityholders), the costs and expenses incurred by the Company to participate in connection with any defense of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court claim or arbitration costs) shall be paid by the CompanyLegal Proceeding. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party Claim, the Indemnified Party may defend, claim or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shallLegal Proceeding: (i) conduct the Representative shall make available to Purchaser any documents and materials that Purchaser determine in good faith may be necessary to the defense of such Third-Party Claim with reasonable diligence claim or Legal Proceeding; and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicablePurchaser shall be entitled to settle, submit to adjust or compromise such claim or Legal Proceeding without the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct written consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; Representative, provided, however, that, notwithstanding anything to if the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion written consent of the disclosing partyRepresentative is not obtained (which consent shall not be unreasonably withheld, conditioned or delayed) any attorney-client privilege available such settlement, adjustment or compromise shall not be dispositive of the existence of an indemnifiable claim. Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to mitigate Damages in accordance with respect to such informationapplicable Legal Requirements.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified assertion or commencement of a Third Party Claim (whether against UAV, Purchaser or any other Person) with respect to which Seller may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Section 10, Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “such Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Third Party Claim: (i) Seller shall make available to Purchaser any documents or other materials in Seller’s possession or control or in the control of any of Seller’s Representatives that may be necessary or otherwise relevant to the defense of such Third Party Claim; (ii) Purchaser shall have the right to settle, adjust or compromise such Third Party Claim; provided, however, that if the Purchaser settles, adjusts or compromises any such Third Party Claim without the consent of Seller, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by Purchaser in connection with such Third Party Claim (it being understood that: (A) if Purchaser requests that Seller consent to a settlement, adjustment or compromise, Seller shall not unreasonably withhold, condition or delay such consent; and (B) the consent of Seller with respect to any settlement, adjustment or compromise of any such Third Party Claim shall be deemed to have been given unless Seller shall have objected within 20 days after a written request for such consent by Purchaser); and (iii) Seller shall have the right, at its expense, to participate in (but not control) the defense, settlement, adjustment and compromise of such Third Party Claim, the Indemnified Party may defend, or assume control of the defense of, and Purchaser shall consider in good faith any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim comments made by Seller in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claimconnection therewith. (b) Any party controlling If Purchaser does not elect to proceed with the defense of any Third-such Third Party Claim pursuant hereto shall: (i) conduct Claim, Seller may proceed with the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Third Party Claim at all stages thereof; (ii) as promptly as the expense of Seller with counsel reasonably practicable, submit satisfactory to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionPurchaser; provided, however, that Seller may not settle, adjust or compromise any such Third Party Claim without the prior written consent of Purchaser (it being understood that: (i) if Seller requests that Purchaser consent to a settlement, notwithstanding anything adjustment or compromise, Purchaser shall not unreasonably withhold, condition or delay such consent; and (ii) the consent of Purchaser with respect to any settlement, adjustment or compromise of any such Third Party Claim shall be deemed to have been given unless Purchaser shall have objected within 20 days after a written request for such consent by Seller). Purchaser shall give Seller prompt notice of the commencement of any Third Party Claim against Purchaser or UAV with respect to which Purchaser intends to demand indemnification from Seller; provided, however, that any failure on the part of Purchaser to so notify Seller shall not limit any of the obligations of Seller under this Section 10 (except to the contrary in extent such failure prejudices the defense of such Third Party Claim). 50 (c) Notwithstanding any other provision of this Agreement, no party the control of any Tax Proceeding in respect of UAV or Seller shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationgoverned exclusively by Section 6.3.

Defense of Third Party Claims. (a) Subject to In the provisions hereofevent any claim, the Company on behalf of the Indemnified Party shall have the rightaction, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that suit or proceeding is instituted made or claim or demand that is asserted brought by any third party in against the Company or a Purchaser, or if any governmental enforcement agency shall propose to issue an order, with respect of to which indemnification Sellers may be sought have liability under this Article X (a “Third Party Claim”)Agreement, the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Sellers shall be paid by entitled to participate in, and, to the Companyextent that they shall wish, to assume the defense thereof, with independent counsel reasonably satisfactory to such indemnified party. If the Company does not Sellers elect to assume the defense of any such Thirdthird-Party Claimparty claim, the Indemnified Party Sellers shall have the right to contest, pay, settle or compromise any such claim on such terms and conditions as they may defenddetermine, provided that the Sellers shall not pay, settle or compromise any such claim without the prior written consent of the Purchasers if the terms of any such settlement impose any liability on the Company, Purchasers or Sykes, or assume control could be reasonably interpreted to impugn the business reputation of the defense ofCompany, any Third-Party Claim against Purchasers or Sykes. If the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in Sellers do not elect to assume the defense of any Third-Party Claim. (b) Any party controlling such claim, the Purchasers may engage counsel to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Purchasers may determine, provided that the Purchasers shall not pay, settle or compromise any such claim without the prior consent of the Sellers or their agent (as provided for below) if the terms of any Third-Party Claim pursuant hereto shall: (i) conduct such settlement impose any liability on the defense Seller, or could be reasonably interpreted to impugn the business reputation of the Seller. The fees and disbursements of such Third-Party Claim with reasonable diligence counsel shall be among the expenses for which Purchasers are indemnified pursuant to Section 9 hereof. Purchasers and the Sellers, as the case may be, shall (as the other may reasonably request) keep the other parties reasonably fully informed of material developments in the Third-Party Claim such claim, action, suit or proceeding at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received thereof whether or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no not such party shall be required to disclose any information to the other party or is represented by its own counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the rightassertion or commencement by any Person, by providing written notice to the Indemnified Partyother than a party hereto, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by Proceeding (whether against Buyer or any third party in other Person) with respect of to which indemnification Seller or any Stockholder may be sought under become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Article X ARTICLE 6 (a “Third Party Claim”), Buyer shall have the costs and expenses incurred by right, at its election, to proceed with the Company in connection defense of such Third Party Claim on its own with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Companycounsel reasonably satisfactory to Seller. If the Company does not assume Buyer so proceeds with the defense of any such Third-Third Party Claim: (i) subject to the other provisions of this ARTICLE 6, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in all reasonable expenses relating to the defense of such Third Party Claim shall be borne and paid exclusively jointly and severally by Seller and the Stockholders; (ii) Seller and the Stockholders shall make available to Buyer any Third-documents and materials in his, her or its and in Seller’s or the Stockholders possession or control that may be necessary to the defense of such Third Party Claim; and (iii) Buyer may not settle, adjust or compromise such Third Party Claim without the consent of Seller (it being understood that if Buyer requests that Seller consent to a settlement, adjustment or compromise, Seller shall not unreasonably withhold or delay such consent). (b) Any party controlling If Buyer does not elect or is not entitled to proceed with the defense of any Third-such Third Party Claim pursuant hereto shall: (i) conduct Claim, Seller shall proceed with the defense of such Third-Third Party Claim with reasonable diligence and keep the other parties counsel reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit satisfactory to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionBuyer; provided, however, thatthat Seller may not settle, notwithstanding anything adjust or compromise any such Third Party Claim without the prior written consent of Buyer (which consent may not be unreasonably withheld or delayed). Buyer shall give Seller prompt notice of the commencement of any such Third Party Claim against any Indemnitee; provided, however, that any failure on the part of Buyer to so notify Seller shall not limit any of the obligations of Seller or any Stockholder under this ARTICLE 6 (except to the contrary in this Agreement, no party shall be required to disclose any information to extent such failure materially prejudices the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which defense of such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationThird Party Claim).

Defense of Third Party Claims. (a) Subject PUB shall determine and conduct the defense or settlement of any Third-Party Claim, provided that the Shareholders’ Representative shall have a participation right to the provisions hereofextent set forth below, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company PUB in connection with such defense or settlement (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which PUB may seek indemnification pursuant to a Claim made by any PUB Indemnified Person hereunder. (b) The Shareholders’ Representative may retain separate co-counsel and participate in the defense of any Third-Party Claim and the costs and expenses incurred by Shareholders’ Representative in connection with such defense or settlement (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid borne by the Company. If the Company does not assume Shareholders’ Representative; provided however that at all times PUB shall retain control over the defense or settlements of any such Third-Party Claim, and PUB will not consent to the Indemnified Party may defend, entry of judgment or assume control of the defense of, enter into any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling settlement with respect to the Third-Party Claim in accordance without the prior written consent of the Shareholders’ Representative which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Representative shall have objected within twenty (20) days after a written request for such consent by PUB. The Shareholders’ Representative shall have the right to receive copies of all pleadings, notices and communications with this Section 10.3(a)) may participaterespect to the Third-Party Claim and PUB agrees, through counsel of its own choice andto the extent reasonable and appropriate, except as provided herein, at its own expense, to consult with the Shareholders’ Representative to the extent that the Shareholders’ Representative participate in the defense of any Third-Party Claim. (bc) Any party controlling the defense No settlement of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct any third party claimant shall be determinative of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party existence of or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion amount of the disclosing party) any attorney-client privilege available with respect Damages relating to such informationmatter or the right to indemnification hereunder.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against the Company, against any other Indemnitee or against any other Person) Subject with respect to which any of the provisions hereofSelling Shareholders may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 4, the Company on behalf of the Indemnified Party Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Agent to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySelling Shareholders. If the Company does not Purchaser so elects to designate the Agent to assume the defense of any such Third-Party Claim, claim or Proceeding: (a) the Indemnified Party may defend, Agent shall proceed to defend such claim or assume control Proceeding in a diligent manner with counsel satisfactory to the Purchaser; (b) the Purchaser shall make available to the Agent any non- privileged documents and materials in the possession of the Purchaser that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Agent shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Agent shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser; and (f) the Purchaser may at any time (notwithstanding the prior designation of the Agent to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If the Purchaser does not elect to designate the Agent to assume the defense of any Third-Party Claim pursuant hereto shallsuch claim or Proceeding (or if, after initially designating the Agent to assume such defense, the Purchaser elects to assume such defense), the Purchaser may proceed with the defense of such claim or Proceeding on its own. If the Purchaser so proceeds with the defense of any such claim or Proceeding on its own: (i) conduct all reasonable expenses relating to the defense of such Third-Party Claim with reasonable diligence claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereofSelling Shareholders; (ii) as promptly as reasonably practicable, submit the Selling Shareholders shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchaser any documents and papers received materials in the possession or filed in connection therewithcontrol of any of the Selling Shareholders that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser shall keep the Agent informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and (iv) permit the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Agent; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Agent shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Promptly after an Indemnified Party shall have the right, by providing written Person receives notice to the Indemnified Party, to elect to defend and control the defense or otherwise obtains knowledge of any litigation actual or possible Action that is instituted has been or claim may be brought, commenced or demand that is asserted by any an unaffiliated third party in respect of which indemnification against an Indemnified Person and that may be sought give rise to an Indemnification Claim under this Article X (any such actual or possible claim, demand or Action by a third party being referred to as a “Third Third-Party Claim”), Buyer shall deliver to the costs Representative a written notice stating in reasonable detail the nature and expenses incurred by basis of such Third-Party Claim, the Company basis of the claim for indemnification with respect thereto and (to the extent then known or reasonably ascertainable) the amount of Damages related thereto; provided, however, that a delay in connection with so notifying the Representative shall not result in any Indemnified Person losing its rights to indemnification pursuant to this Article X except to the extent the Representative demonstrates that the defense of such Third-Party Claim is actually and materially prejudiced thereby. Within thirty (30) days following receipt of notice of a Third-Party Claim, the Representative may, upon written acknowledgment without qualification of the right of the Indemnified Person to be indemnified, subject to the limitations set forth in this Agreement, for all Damages arising out of or resulting from such Third-Party Claim, be entitled 70 to assume the defense (including attorneys’ feesof such action and to appoint counsel of the Representative’s choice at the expense of the Representative to represent the Indemnified Person; provided, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by however, that such counsel is reasonably acceptable to the CompanyIndemnified Person. If the Company does not Representative so elects to assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim.then: (ba) Any party controlling the defense of Buyer shall be entitled to participate in (but not control) such defense, but Buyer shall not be entitled to be indemnified for any Third-Party Claim pursuant hereto shall: (i) conduct costs or expenses incurred by Buyer in connection with the defense of such Third-Party Claim with reasonable diligence following the Representative’s election to so assume the defense of such Third-Party Claim, and keep the other parties reasonably informed neither Buyer nor any Indemnified Person shall enter into any settlement of material developments in the such Third-Party Claim at without the prior written consent of the Representative (which consent shall not be unreasonably withheld, delayed or conditioned); (b) Buyer shall make available to the Representative all stages thereofbooks, records and other documents and materials that are under the direct or indirect control of the Surviving Corporation that the Representative may reasonably request in connection with the defense of such Third-Party Claim and shall otherwise cooperate as reasonably requested by the Representative in the defense of such Third-Party Claim; and (c) the Representative shall not enter into any settlement of such Third-Party Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). If the Representative does not so assume the defense of a Third-Party Claim, the Indemnified Person shall be entitled to conduct and control the defense of such Third-Party Claim; provided that the Indemnified Person shall not enter into any settlement of such Third-Party Claim without the prior written consent of the Representative (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, if (i) the claim for indemnification is with respect to a criminal Action against the Indemnified Person, (ii) as promptly as reasonably practicablethe Indemnified Person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Representative and the Indemnified Person, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel Representative has failed or is failing to confer on the conduct of the defense thereof; and vigorously prosecute or defend such claim, (iv) permit the claim seeks an injunction or other parties equitable relief against the Indemnified Person as the primary component of the claim, (v) such claim would materially interfere with or materially and their adversely affect the business, reputation, operations or assets of the Indemnified Person or any of its Affiliates, (vi) the amount of Damages reasonably anticipated to result from such claim or related claims would exceed (A) $5,000,000 or (B) an amount that when taken together with the then outstanding Aggregate Pending Claim Amount exceeds the amount then remaining in the Escrow Fund or (vii) the claim arises out of or results from the alleged or actual misuse, infringement, misappropriation or violation of any Person’s Intellectual Property, then (1) the Representative shall not be entitled to assume the defense of any such claim or action, (2) the Indemnified Person shall have the right to conduct and control the defense of such claim with counsel an opportunity of its choosing and (3) the Indemnified Person may not settle such claim without the prior written consent of the Representative (which consent shall not be unreasonably withheld, delayed or conditioned). The foregoing provisions of this Section 10.04 shall not apply to review all legal papers to be submitted prior to their submission; providedany Tax Contest, however, that, notwithstanding anything to the contrary in this Agreement, no party which shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationgoverned solely by Section 6.08(g).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against the Purchaser or Purchaser Sub, against any other Indemnitee or against any other Person) Subject with respect to which the provisions hereofSeller may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 8, the Company on behalf of the Indemnified Party Seller shall have the right, by providing written notice right (unless (i) the Seller is also a Person against whom the claim is made and the Purchaser determines in good faith that joint representation would be inappropriate or (ii) Seller fails to provide reasonable assurance to the Indemnified Party, to elect Purchaser of its financial capacity to defend such claim and control provide indemnification with respect to such claim) to assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection Seller with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Companycounsel reasonably satisfactory to Purchaser. If the Company does not Seller elects to assume the defense of any such Third-Party Claim, claim or Proceeding: (a) the Indemnified Party may defend, Seller shall proceed to defend such claim or assume control Proceeding in a diligent manner with counsel reasonably satisfactory to the Purchaser; (b) the Purchaser shall make available to the Seller any documents and materials in the possession of the Purchaser or Purchaser Sub that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding and the Company. The Indemnified Party full assistance of the Newly Hired Employees; (unless itself controlling c) the Third-Party Claim in accordance with this Section 10.3(a)Seller shall keep the Purchaser and Purchaser Sub informed of all material developments and events relating to such claim or Proceeding; (d) may participate, through counsel of its own choice and, except as provided herein, at its own expense, the Purchaser and Purchaser Sub shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding at their own cost and expense; (be) Any party controlling the Seller shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser or Purchaser Sub, as applicable, not to be unreasonably withheld; and (f) such assumption will conclusively establish for purposes of this Agreement that the claims made in that claim are within the scope of and subject to indemnification. If the Seller does not elect to assume the defense of any Third-Party Claim pursuant hereto shall: (i) conduct such claim or Proceeding, the Purchaser or Purchaser Sub may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser or Purchaser Sub so proceeds with the defense of any such claim or Proceeding on its own: (i) all reasonable diligence expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in Purchaser or the Third-Party Claim at all stages thereof; Purchaser Sub, and, subject to Section 8.2 above, shall be deemed Damages as they are incurred, for which the Indemnitee shall be entitled to indemnification payment; (ii) as promptly as reasonably practicable, submit the Seller shall make available to the other parties copies of all pleadings, responsive pleadings, motions Purchaser and other similar legal Purchaser Sub any documents and papers received materials in the possession or filed in connection therewith; control of the Seller that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser and their counsel Purchaser Sub shall keep the Seller informed of all material developments and events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit the other parties Purchaser and their counsel an opportunity Purchaser Sub shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Seller; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Seller shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. Any Third-Party Claim shall be subject to the following procedures: (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall Defense by Indemnitor. Indemnitor will have the right, by providing written notice right to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim at its sole cost and expense with reputable legal counsel of its choosing by delivering written notice of such election to the Indemnified Person within fifteen (15) Business Days after receipt of the Notice of Claim describing such Third-Party Claim, the Indemnified Party may defend, or assume control of . If Indemnitor assumes the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling of the Third-Party Claim in accordance with this Section 10.3(asubsection (a), then: (i) Indemnitor shall keep the Indemnified Person informed of all material developments relating to such Third-Party Claim. The Indemnified Person shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not waive any privilege. (ii) The Indemnified Person may participate, through retain separate co-counsel of its own choice and, except as provided herein, at its own expense, and participate in the defense of any Third-Party Claim. (b) Any party controlling the defense of any such Third-Party Claim pursuant hereto shall: (i) or settlement negotiations with respect to such Third-Party Claim at its own cost and expense, but shall not be entitled to determine or conduct the defense of such Third-Party Claim or settlement negotiations with reasonable diligence and keep respect to such Third-Party Claim. (iii) Indemnitor shall not consent to the other parties reasonably informed entry of material developments in the any judgment or enter into any settlement or compromise of such Third-Party Claim at without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), unless (1) such judgment, settlement or compromise includes an unconditional release from all stages thereof; (ii) as promptly as reasonably practicable, submit liability with respect to the other parties copies claim in favor of all pleadings, responsive pleadings, motions and other similar legal documents and papers received the Indemnified Person or filed (2) the sole relief provided in connection therewith; (iii) permit the with such judgment, settlement or compromise is monetary damages that are paid in full by Indemnitor or any other parties and their counsel to confer on the conduct of the defense thereof; and relief that is enforceable only against Indemnitor. (iv) permit The insurer under the other parties R&W Policy and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party its agents and advisors shall be required permitted to disclose any information to associate effectively with the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (parties hereto in the reasonable discretion defense of any matter which might reasonably constitute a Loss (as defined in the disclosing party) any attorney-client privilege available with respect to such informationR&W Policy).

Defense of Third Party Claims. (a) Subject If the facts pertaining to the provisions hereofIndemnification Loss arise out of the claim of any third party (other than Purchaser and its affiliates, on the one hand, and Sellers and their affiliates, on the other, whichever is entitled to indemnification for such matter) and indemnification is available by virtue of the circumstances of the Indemnification Loss, the Company on behalf of the Indemnified Party shall have Obligor has the right, to be exercised by providing delivering written notice to the Indemnified PartyClaimant within thirty (30) days of receipt of a Required Notice, to elect to defend assume and control the defense or the prosecution thereof, including the employment of any litigation counsel or accountants, at its cost and expense. The assumption of the defense of an Indemnification Claim by the Obligor shall not be construed as an acknowledgement that the Obligor is instituted or claim or demand that is asserted by any third party liable to indemnify the Claimant in respect of which indemnification such Indemnification Claim, nor shall it constitute a waiver by the Obligor of any defenses it may assert against the Claimant’s claim for indemnification. The Claimant shall have the right 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 at the Claimant’s expense unless (i) the employment has been specifically authorized by the Obligor in writing or (ii) the Obligor has failed to assume the defense and employ counsel as contemplated above. Whether or not the Obligor chooses to so defend or prosecute any such Indemnification Claim, all the parties hereto shall cooperate in good faith and in a reasonable manner in the defense or prosecution thereof and shall furnish such records, materials, information, witnesses and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be sought under this Article X (a “Third Party Claim”), the reasonably requested in connection therewith. Reasonable costs and expenses incurred by the Company Claimant in connection with assuming and controlling the defense or prosecution of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) third party claims shall be paid by an Indemnification Loss. In any event, neither the Company. If Claimant nor the Company does not assume the defense Obligor shall be liable for any settlement of any such Third-Party ClaimIndemnification Claim effected without its prior written consent, which shall not be unreasonably withheld, delayed or conditioned, and no third party Indemnification Claim may be settled by the Indemnified Party may defend, or assume control Obligor without the prior written consent of the defense ofClaimant, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claimwhich consent shall not be unreasonably withheld. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the The Indemnified Party Person shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), and the costs and expenses incurred by the Company Indemnified Person in connection with such defense (including including, but not limited to, reasonable attorneys’ ' fees, other professionals’ ' and experts’ ' fees and court or arbitration costs) shall be paid by included in the Company. If the Company does not assume the defense of any such Third-Party Claim, Damages for which the Indemnified Party Person may defendseek indemnity pursuant to a Claim made by any Indemnified Person hereunder. (b) The Indemnifying Person shall have the right to receive copies of all pleadings, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents by the Indemnifying Person does not affect any privilege relating to the Indemnified Person, and may participate in accordance settlement negotiations with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in respect to the defense of any Third-Party Claim. (b) Any party controlling the defense . No Company Indemnified Person shall enter into any settlement of any a Third-Party Claim pursuant hereto shall: (i) conduct without the defense prior written consent of such Parent, and no Parent Indemnified Person shall enter into any settlement of a Third-Party Claim with reasonable diligence without the prior written consent of the Representative, as the case may be, (which consent shall not be unreasonably withheld), provided, that if the Representative shall have consented in writing to any such settlement, then the Representative shall have no power or authority to object to any Claim by any Parent Indemnified Person for indemnity under Section 11.2 for the amount of such settlement; and keep the other parties reasonably informed of material developments in Company Shareholders will remain responsible to indemnify the Parent Indemnified Persons for all Damages they may incur arising out of, resulting from or caused by the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed fullest extent provided in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationArticle 11.

Defense of Third Party Claims. (a) Subject In the event Purchaser seeks indemnity under this Section 6 in response to the provisions hereofa claim or Proceeding, the Company on behalf of the Indemnified Party shall have the rightother than a Tax Contest under Section 7.4, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation another Person that is instituted or claim or demand that is asserted by any third not a party in respect of which indemnification may be sought under to this Article X Agreement (a “Third Party Claim”), Purchaser shall give a Notice of Indemnification Claim to Seller within ten (10) days after Purchaser has received notice or otherwise learns of the costs and expenses incurred by the Company in connection with assertion of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Third Party Claim, which Notice of Indemnification Claim will include with reasonable specificity the Indemnified facts and circumstances constituting the basis for such Third Party may defendClaim and the amount of the Damages claimed by the third party, in each case to the extent known to Purchaser, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of Purchaser); provided, however, that no delay or deficiency on the part of Purchaser in so notifying Seller will relieve Seller of any indemnification obligation under this Agreement except and only to the extent such delay or deficiency materially prejudices or otherwise materially adversely affects the rights or defenses of Seller with respect thereto. The Seller will be entitled to participate in the defense thereof and, if it so chooses, assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance thereof with this Section 10.3(a)) may participate, through counsel of its own choice andby giving to the Purchaser written notice of its intention to assume control of the defense of such Third Party Claim within thirty (30) days after its receipt of notice of such claim; provided, except as provided hereinhowever, that the Seller will not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding, (ii) the Third Party Claim seeks an injunction or equitable relief against the Purchaser or its Affiliates or the Company or its Affiliates, (iii) the Seller fails to use diligent and good faith efforts in such defense, (iv) the Third Party Claim involves a claim for product liability, (v) the Purchaser or the Company is the party to be indemnified, and the Third Party Claim was brought by a Significant Customer or Significant Supplier of the Product or any component thereof, (vi) the assumption of the defense by Seller could cause any Purchaser Indemnified Party to lose coverage under the R&W Policy or (vii) if any Purchaser Indemnified Party or any insurer under the R&W Policy is required to assume the defense of such Third Party Claim pursuant to the R&W Policy (it being understood that clauses (vi) and (vii) shall only apply if the Third Party Claim may be satisfied with the R&W Policy). If the Seller duly assumes the defense of a Third Party Claim, the Purchaser will have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing at its own sole cost and expense, it being understood however that the Seller will control such defense. Provided further, the Purchaser will have the right to employ separate counsel at the Seller’s expense to participate in the defense of a Third Party Claim if the named parties to any Third-such claim (including any impleaded parties) include both the Purchaser Indemnified Parties and Seller, and either party has been advised by outside counsel in writing that there is an actual conflict of interest between the Purchaser Indemnified Parties and the Seller that would make it inappropriate in the reasonable judgment of such outside counsel for the same counsel to represent both the Purchaser Indemnified Parties and the Seller or that there are legal defenses available to one of the parties that are different from or additional to those available to the other; provided that (A) the Purchaser will use diligent and good faith efforts in such defense and (B) the Seller will not, in connection with any such Third Party Claim, be liable for the fees and expenses of more than one separate counsel at any time for the Purchaser Indemnified Parties, except to the extent that local or regulatory counsel, in addition to its regular counsel, is required in order to effectively defend against such Third Party Claim. (b) Any party controlling The Seller will not agree to any settlement of, or consent to the defense entry of any Third-Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim pursuant hereto shall: (i) conduct without the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct prior written consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers Purchaser, such consent not to be submitted prior to their submissionunreasonably withheld, conditioned or delayed; provided, however, thatthat the consent of the Purchaser will not be required if the Seller agrees in writing to pay any amounts payable pursuant to such settlement or any Judgment and such settlement or Judgment includes a full, notwithstanding anything complete and unconditional release of the Purchaser Indemnified Parties from further liability. If the Seller assumes control over the defense of such Third Party Claim as provided in Section 6.5(a), then the Purchaser will not agree to any settlement of, or the entry of any Judgment (other than a Judgment of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. (c) If the Seller does not assume control over the defense of such Third Party Claim as provided in Section 6.5(a), then the Purchaser will have the right to defend, resolve, settle or compromise such Third Party Claim at the Seller’s sole cost and expense; provided that (i) the Purchaser will use diligent, reasonable and good faith efforts in its defense of such Third Party Claim, (ii) the Seller will not, in connection with any such Third Party Claim, be liable for the fees and expenses of more than one separate counsel at any time for the Purchaser Indemnified Parties, (iii) the Seller will have the right to participate in the defense of such Third Party Claim at the Seller’s sole cost and expense, it being understood that the Purchaser will control such defense, and (iv) the Seller will not be obligated to indemnify the Purchaser Indemnified Parties hereunder for any settlement entered into or any Judgment that was consented to without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. (d) In any event, the Purchaser Indemnified Parties and the Seller will fully cooperate with each other in connection with the defense or prosecution of any Third Party Claim, including (i) the retention, and the provision to the contrary party in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion control of the disclosing party) any attorney-client privilege available with respect defense or prosecution, of records and information that are reasonably relevant to such informationThird Party Claim, and (ii) the making available of employees, on a mutually convenient basis, for providing additional information and explanation of any material provided hereunder, in each case, as is reasonably required by the controlling party for the defense of such Third Party Claim.

Defense of Third Party Claims. (a) Subject If the claim or demand set forth in the Notice of Claim given by Indemnitee pursuant to Section 8.5 hereof is a claim or demand asserted by a third party, Indemnitor shall have 15 business days after the provisions hereof, date on which such Notice of Claim is given by the Company Indemnitee to notify Indemnitee in writing of Indemnitor's election to defend such third party claim or demand on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect Indemnitee. If Indemnitor elects to defend and control the defense of any litigation that is instituted or such third party claim or demand that demand, Indemnitee shall make available to Indemnitor and its agents and representatives all witnesses, pertinent records, materials and information in the Indemnitee's possession or under the Indemnitee's control as is asserted reasonably required by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs Indemnitor and expenses incurred by the Company in connection shall otherwise cooperate with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, assist Indemnitor in the defense of any Third-Party Claim. (b) Any such third party controlling claim in good faith. Indemnitee shall not pay, settle or compromise such third party claim or demand. If Indemnitor elects to defend such third party claim or demand, Indemnitee shall have the defense of any Third-Party Claim pursuant hereto shall: (i) conduct right to participate in the defense of such Third-Party Claim with reasonable diligence and keep third party claim or demand, at Indemnitee's own expense. In the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; providedevent, however, that, notwithstanding anything that the named parties to the contrary action or proceeding include both Indemnitor and Indemnitee and Indemnitee reasonably determines that representation by counsel to Indemnitor of both Indemnitor and Indemnitee may present such counsel with a conflict of interest, then such Indemnitee may employ separate counsel to represent or defend it in this Agreement, no party shall be required to disclose any information to the other party such action or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.proceeding and Indemnitor will

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Surviving Corporation, against Parent or against any other Person) with respect to which any Indemnitee may be entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Section 10, (a) Subject Parent shall notify the Stockholders’ Representative promptly after Parent receives written notice of such claim or Legal Proceeding (it being understood that any failure by Parent to so promptly notify the Stockholders’ Representative shall have no effect on an Indemnitee’s ability to recover Damages pursuant to this Section 10, except to the provisions hereofextent that the defense of such claim or Legal Proceeding is materially prejudiced thereby), the Company on behalf of the Indemnified Party and (b) Parent shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), Legal Proceeding on its own with counsel reasonably acceptable to the costs and expenses incurred by the Company in connection with such defense (including attorneysStockholders’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyRepresentative. If the Company does not assume Parent so proceeds with the defense of any such Thirdclaim or Legal Proceeding: (i) all reasonable out-Party Claimof-pocket expenses relating to the defense of such claim or Legal Proceeding shall, subject to Section 10.3, be borne and paid exclusively from the Indemnified Party Escrow Fund or, if such claim or Legal Proceeding relates to any matter referred to in Section 10.2(b) or Section 10.2(c), exclusively by the Key Stockholder or Key Stockholders obligated to hold harmless, indemnify, compensate and reimburse such Indemnitee; (ii) the Stockholders’ Representative and each Key Stockholder shall use commercially reasonable efforts to make available to Parent any documents and materials that Parent determines in good faith may defendbe necessary to the defense of such claim or Legal Proceeding; and (iii) Parent shall not settle, adjust or assume control compromise such claim or Legal Proceeding without the prior written consent of the defense of, any Third-Party Claim against the CompanyStockholders’ Representative (which consent shall not be unreasonably withheld or delayed). The Indemnified Party (unless itself controlling the Third-Party Claim in accordance If Parent does not elect to proceed with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. such claim or Legal Proceeding, the Stockholders’ Representative shall (b) Any party controlling at the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct sole expense of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representativesNon-Dissenting Stockholders or, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.claim

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the right, assertion or commencement by providing written notice to the Indemnified Party, to elect to defend and control the defense any Person of any litigation that is instituted or claim or demand that is asserted by Proceeding (whether against the Company, against Purchaser or against any third party in respect of which indemnification may be sought under this Article X other Person) (a “Third Party Claim”)) with respect to which any Selling Shareholder may become obligated to indemnify, the costs and expenses incurred by the Company in connection compensate or reimburse an Indemnitee pursuant to Article X, Purchaser shall proceed diligently with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, claim or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of Proceeding on its own choice andwith counsel reasonably satisfactory to the Holder Representative, except as provided herein, at its own expense, that: (a) each Executing Selling Shareholder shall make available to Purchaser any documents and materials in his possession or control that may be necessary to the defense of any Third-Party Claim.such claim or Proceeding; (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct Purchaser shall allow the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit Holder Representative to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer comment on the conduct of the Third Party Claim; the Purchaser shall have (and shall ensure that the Acquired Companies have) reasonable commercial regard for such comments. Moreover, the Purchaser shall regularly inform the Holder Representative of the progress of the Third Party Claim; (c) the Holder Representative shall have the right (but not the obligation) to participate in the defense thereof; of the Third Party Claim and to retain counsel of their choice and at their exclusive cost, reasonably satisfactory to the Purchaser. The Purchaser shall have regard (ivand shall ensure that the Acquired Companies shall have regard) permit to such action as the other parties Holder Representative shall consider reasonably necessary or appropriate under the circumstances and to cooperate with the Holder Representative and their counsel an opportunity counsel; and (d) Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding; provided, however, thatthat if Purchaser settles, notwithstanding anything to adjusts or compromises any such claim or Proceeding without the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion consent of the disclosing partyHolder Representative, such settlement, adjustment or compromise shall not be conclusive evidence of the responsibility of the Executing Selling Shareholder and/or of the amount of Damages incurred by the Indemnitee in connection with such claim or Proceeding (it being understood that if Purchaser requests that the Holder Representative consent to a settlement, adjustment or compromise, the Holder Representative shall not unreasonably withhold or delay such consent, such consent not being conclusive evidence of the responsibility of the Executing Selling Shareholder and/or of the amount of Damages incurred by the Purchaser in connection with such claim or Proceeding). Purchaser shall give the Holder Representative prompt notice of the commencement of any such Proceeding against Purchaser or the Company (and in no event later than fifteen (15) any days after the commencement of a Third Party Claim relating to Tax or social security matters) with written information describing in reasonable detail such Third Party Claim and provide information reasonably requested by the Holder Representative and not subject to attorney-client privilege available with respect of Purchaser or any Indemnitee relating to such informationclaim; provided, however, that any failure on the part of Purchaser to so notify the Holder Representative and provide such information shall not limit any of the obligations of the Executing Selling Shareholders under Article X (except to the extent such failure materially prejudices the defense of such Proceeding by the Holder Representative).

Defense of Third Party Claims. Upon receipt by any Person seeking to be indemnified pursuant to Section 9.2 (athe “Indemnitee”) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation actual or possible Action that is instituted has been or claim may be brought or demand that is asserted by any a third party in respect of which indemnification against such Indemnitee and that may be sought under this Article X subject to indemnification hereunder (a “Third Third-Party Claim”), the costs and expenses incurred by Indemnitee shall promptly deliver a Claim Certificate with respect to such Third-Party Claim to the Company in connection Person from whom indemnification is sought under Section 9.2 (the “Indemnitor”). The Indemnitee shall have the right, at its election, to proceed with the defense of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyThird-Party Claim on its own. If the Company does not assume Indemnitee so proceeds with the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim.: (ba) Any party controlling the defense of Indemnitor shall, and shall use commercially reasonable efforts to cause each other Indemnitor to, make available to Indemnitee any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in its possession or control that may be necessary to the defense of such Third-Party Claim with reasonable diligence and keep Claim; and (b) Indemnitee shall have the other parties reasonably informed of material developments in right to control, settle, adjust or compromise such Proceeding without the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionIndemnitor; provided, however, thatthat except with the consent of the Indemnitor (which consent shall not be unreasonably withheld, notwithstanding anything conditioned or delayed), no settlement of any such Proceeding shall be determinative of, or introduced as evidence of, either the fact that Liability may be recovered by the applicable Indemnitee in respect of such Proceeding pursuant to the contrary indemnification provisions of this Article IX or the amount of such Liability that may be recovered by the applicable Indemnitee in this Agreement, no party shall be required to disclose any information respect of such Third-Party Claim pursuant to the other party indemnification provisions of this Article IX. If the Indemnitor consents to such settlement, the Indemnitor will not have any power or its counsel, accountants authority to object to the amount or representatives, if doing so would be reasonably expected to violate validity of any Law to which claim by or on behalf of an Indemnitee for indemnity with respect such person is subject or could jeopardize (in settlement. The Indemnitee shall give the reasonable discretion Indemnitor prompt notice of the disclosing party) commencement of any attorneysuch Third-client privilege available with respect Party Claim; provided, however, that any failure on the part of Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitors under this Article IX (except to the extent such informationfailure materially prejudices the defense of such Proceeding).

Defense of Third Party Claims. Upon receipt by any Person seeking to be indemnified pursuant to Section 9.2 (athe “Indemnitee”) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation actual or possible Action that is instituted has been or claim may be brought or demand that is asserted by any third party in respect Person who is not a Party (or an Affiliate or representative of which indemnification a Party) against such Indemnitee and that may be sought under this Article X subject to indemnification hereunder (a “Third Third-Party Claim”), the costs and expenses incurred by Indemnitee shall promptly deliver a Claim Certificate with respect to such Third-Party Claim to the Company in connection Person from whom indemnification is sought under Section 9.2 (the “Indemnitor”). The Indemnitee shall have the right, at its election, to proceed with the defense of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyThird-Party Claim on its own. If the Company does not assume Indemnitee so proceeds with the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim.: (ba) Any party controlling the defense of Indemnitor shall, and shall use commercially reasonable efforts to cause each other Indemnitor to, make available to Indemnitee any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in its possession or control that may be necessary to the defense of such Third-Party Claim with reasonable diligence and keep Claim; and (b) Indemnitee shall have the other parties reasonably informed of material developments in the right to control, settle, adjust or compromise such Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to without the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionIndemnitor; provided, however, thatthat except with the consent of the Indemnitor (which consent shall not be unreasonably withheld, notwithstanding anything conditioned or delayed), no settlement of any such Third-Party Claim shall be determinative of either the fact that Damages may be recovered by the applicable Indemnitee in respect of such Third-Party Claim pursuant to the contrary indemnification provisions of this Article IX or the amount of such Damages that may be recovered by the applicable Indemnitee in this Agreement, no party shall be required to disclose any information respect of such Third-Party Claim pursuant to the other party indemnification provisions of this Article IX. If the Indemnitor consents to such settlement, the Indemnitor will not have any power or its counsel, accountants authority to object to the amount or representatives, if doing so would be reasonably expected to violate validity of any Law to which claim by or on behalf of an Indemnitee for indemnity with respect such person is subject or could jeopardize (in settlement. The Indemnitee shall give the reasonable discretion Indemnitor prompt notice of the disclosing party) commencement of any attorneysuch Third-client privilege available with respect Party Claim; provided, however, that any failure on the part of Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitors under this Article IX (except to the extent such informationfailure prejudices the defense of such Third-Party Claim).

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the rightassertion or commencement by any Person, by providing written notice to the Indemnified Partyother than a party hereto, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by Proceeding (whether against the Company, Purchaser or any third party in other Person) with respect of to which indemnification the Sellers may be sought under become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Article X IX (a “Third Party Claim”), Purchaser shall have the costs and expenses incurred by right, at its election, to proceed with the Company in connection defense of such Third Party Claim on its own with such defense (including attorneyscounsel reasonably satisfactory to the Sellers’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyRepresentative. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Third Party Claim: (i) subject to the other provisions of this Article IX, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in all reasonable expenses relating to the defense of such Third Party Claim shall be borne and paid exclusively by the Sellers; (ii) the Sellers’ Representative shall make available to Purchaser any Third-documents and materials in his and in the Sellers’ possession or control that may be necessary to the defense of such Third Party Claim; and (iii) Purchaser may not settle, adjust or compromise such Third Party Claim without the consent of the Sellers’ Representative (it being understood that if Purchaser requests that the Sellers’ Representative consent to a settlement, adjustment or compromise, the Sellers’ Representative shall not unreasonably withhold or delay such consent). (b) Any party controlling If Purchaser does not elect to proceed with the defense of any Third-such Third Party Claim pursuant hereto shall: (i) conduct Claim, the Sellers’ Representative shall proceed with the defense of such Third-Third Party Claim with reasonable diligence and keep the other parties counsel reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit satisfactory to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionPurchaser; provided, however, thatthat the Sellers’ Representative may not settle, notwithstanding anything adjust or compromise any such Third Party Claim without the prior written consent of Purchaser (which consent may not be unreasonably withheld or delayed). Purchaser shall give the Sellers’ Representative prompt notice of the commencement of any such Third Party Claim against any Indemnitee; provided, however, that any failure on the part of Purchaser to so notify the Sellers’ Representative shall not limit any of the obligations of the Sellers under this Article IX (except to the contrary in this Agreement, no party shall be required to disclose any information to extent such failure materially prejudices the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which defense of such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationThird Party Claim).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (a) Subject to whether against the provisions hereofCompany, the Company on behalf Purchaser or any other Person) with respect to which any Indemnitor may become obligated [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Indemnified Party Securities Exchange Act of 1934, as amended. to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 9.2, the Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand Legal Proceeding on its own with counsel reasonably satisfactory to the Selling Holders (it being understood that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”)fees, the costs and expenses incurred by the Company Purchaser in connection with such defense (including attorneys’ fees, other professionals’ shall constitute Damages and experts’ fees and court or arbitration costs) shall be paid by the Companyindemnified hereunder only if an Indemnitor is obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee with respect to such claim or Legal Proceeding pursuant to Section 9.1). If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party Claimclaim or Legal Proceeding: (a) subject to the other provisions of Article IX, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in all reasonable expenses relating to the defense of any Third-Party Claim.such claim or Legal Proceeding shall constitute Damages hereunder; (b) Any party controlling each Indemnitor shall make available to the defense of Purchaser any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in his possession or control that may be necessary to the defense of such Third-Party Claim claim or Legal Proceeding; and (c) The Purchaser shall have the right to settle, adjust or compromise such claim or Legal Proceeding with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct consent of the defense thereof; and (iv) permit Selling Holder Representative, which consent will not be unreasonably withheld. The Purchaser shall give the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionSelling Holders prompt notice of the commencement of any such Legal Proceeding against the Purchaser or the Company; provided, however, that, notwithstanding anything that any failure on the part of the Purchaser to so notify the Selling Holders shall not limit any of the obligations of the Indemnitors under Section IX (except to the contrary in this Agreementextent such failure materially prejudices the defense of such Legal Proceeding). If the Purchaser does not elect to proceed with the defense of any such claim or Legal Proceeding, no party shall be required to disclose any information the Selling Holders may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to the other party Purchaser; provided, however, that the Selling Holders may not settle, adjust or its counsel, accountants compromise any such claim or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in Legal Proceeding without the reasonable discretion prior written consent of the disclosing party) any attorney-client privilege available Purchaser (which consent may not be unreasonably withheld or delayed). In the event the Purchaser has elected to proceed with respect to the defense of such informationclaim or Legal Proceeding, the Selling Holders may participate in, but not control, the defense of such claim or Legal Proceeding at their own cost and with counsel of their choosing.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against the Company, against any other Indemnitee or against any other Person) Subject with respect to which Foudy (the provisions hereof"Indemnifying Party") may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 9, the Company on behalf of the Indemnified Indemnifying Party shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyIndemnifying Party. If the Company does not Indemnifying Party so elects to assume the defense of any such Thirdclaim or Proceeding: (a) the Indemnifying Party shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchaser; (b) the Purchaser shall make available to the Indemnifying Party any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Purchaser that may be necessary to the defense of, any Third-of such claim or Proceeding; (c) the Indemnifying Party Claim against shall keep the Company. The Indemnified Party Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding at its own cost and expense; and (be) Any party controlling the Indemnifying Party shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser, which shall not be unreasonably withheld. If the Indemnifying Party does not elect to assume the defense of any Third-such claim or Proceeding, or if the Indemnifying Party Claim pursuant hereto shall: (i) conduct fails to elect to assume the defense of any such claim or Proceeding, the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser so proceeds with reasonable diligence the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Indemnifying Party; (ii) as promptly as reasonably practicable, submit the Indemnifying Party shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchaser any documents and papers received materials in the possession or filed in connection therewith; control of any of the Indemnifying Party that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser shall keep the Indemnifying Party informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Agent; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Agent shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject The Shareholders’ Representative shall be entitled to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend assume and control the defense of any litigation that is instituted Third-Party Claim through counsel of their choice (such counsel to be reasonably acceptable to Keynote) if they give notice of their intention to do so to Keynote and: (i) so long as (1) the Third Party Claim involves only money damages and does not seek an injunction or claim or demand that is asserted by any third party in other equitable relief, (2) the remaining Escrowed Funds are sufficient to defend and fulfill the highest reasonably likely Damages with respect of which indemnification may be sought under this Article X (a “to such Third Party Claim”, (3) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Keynote Indemnified Person, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Keynote Indemnified Person, and (iv) the Shareholders’ Representative conducts the defense of the Third Party Claim actively and diligently; (ii) so long as the Shareholders’ Representative is conducting the defense of the Third-Party Claim in accordance with paragraph (i) above, (1) the Keynote Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, and (2) the Shareholders’ Representative shall not consent to the entry of any judgment or enter into any settlement without the prior written approval of the Keynote Indemnified Person, which approval shall not be unreasonably withheld; and (iii) Keynote shall cooperate with the Shareholders’ Representative in such defense and make available to the Shareholders’ Representative, at Keynote’s expense, all witnesses, pertinent records, materials and information in the Keynote’s possession or under Keynote’s control relating thereto as is reasonably requested by the Shareholders’ Representative. (b) In the event that the Shareholders’ Representative does not assume and control the defense of a Third-Party Claim as set forth in Section 8.6(a) above or conduct the defense in accordance with such Section 8.6(a), Keynote shall defend any Third-Party Claim, and the costs and expenses incurred by the Company Keynote in connection with such defense (including but not limited to reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees and court or arbitration costs) shall be paid included in the Special Damages, Shareholder Damages or Damages for which Keynote may seek indemnity pursuant to a Claim made by any Keynote Indemnified Person hereunder. The Shareholders’ Representative shall have the Company. If the Company does not assume the defense right to receive copies of any all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents by the Shareholders’ Representative does not affect any privilege relating to the Keynote Indemnified Person, and may participate in settlement negotiations with respect to the Third-Party Claim, the . No Keynote Indemnified Party may defend, or assume control Person shall enter into any settlement of the defense of, any such a Third-Party Claim against without the Company. The prior written consent of the Shareholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), and the Vividence Shareholders will remain responsible to indemnify the Keynote Indemnified Party (unless itself controlling Persons for all Special Damages, Shareholder Damages or Damages they may incur arising out of, resulting from or caused by the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed fullest extent provided in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationArticle 8 hereof.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Legal Proceeding (whether against any Acquired Company, Purchaser or any other Person) with respect to which any Indemnitor may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Section 11 (including any claim or Legal Proceeding by or before any Governmental Entity relating to any Liability relating to Taxes of any Acquired Company), Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election in its sole discretion, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyLegal Proceeding on its own. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party claim or Legal Proceeding, then: (i) All reasonable expenses relating to the defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Indemnitors pursuant to such Indemnitors’ Pro Rata Share (and in the case of an Individual Claim, shall by borne and paid exclusively by the applicable Indemnitor); (ii) the Sellers’ Representative (on behalf of the Indemnitors or in the case of an Individual Claim, the Indemnified Party may defend, or assume control of Indemnitor) shall be entitled to participate (and Purchaser shall cooperate with the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)Sellers’ Representative) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of such claim or Legal Proceeding, at the expense of the Indemnitors or in the case of an Individual Claim, the Indemnitor, and appoint separate legal counsel of its choice for such purpose; (iii) each Indemnitor shall make available to Purchaser any Third-Party documents or other materials in such Indemnitor’s possession or control or in the control of any of such Indemnitor’s Representatives that may be necessary or otherwise relevant to the defense of such claim or Legal Proceeding; and (iv) Purchaser shall have the right to settle, adjust or compromise such claim or Legal Proceeding; provided, however, that if Purchaser settles, adjusts or compromises any such claim or Legal Proceeding without the consent of the Sellers’ Representative, then such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnitee in connection with such claim or Legal Proceeding or whether an Indemnitee is entitled to be indemnified, held harmless, reimbursed or compensated hereunder (it being understood that: (i) if Purchaser requests that the Sellers’ Representative consent to a settlement, adjustment or compromise, then the Sellers’ Representative shall not unreasonably withhold, condition or delay such consent; (ii) the consent of the Sellers’ Representative with respect to any settlement, adjustment or compromise of any such claim or Legal Proceeding shall be deemed to have been given unless the Sellers’ Representative shall have objected within twenty (20) days after a written request for such consent by Purchaser; and (iii) if the Sellers’ Representative has consented to or deemed to have consented to any settlement, adjustment or compromise, then the Indemnitors shall have no power or authority to object under any provision of this Section 11 to the amount of such settlement, and the Indemnitees shall be entitled to recover the entire amount of such settlement and all other Damages relating to such claim or Legal Proceeding from the Indemnitors, or in the case of an Individual Claim, the Indemnitor); provided, however that the Purchaser shall not have the right to settle any Individual Claim against Indemnitee without the consent of the applicable Indemnitor, except to the extent the terms of such settlement include a full release of Indemnitor by the claimant from all liabilities or potential liabilities under such claim. (b) Any party controlling If Purchaser does not elect to proceed with the defense of any Third-Party Claim pursuant hereto shall: (i) conduct such claim or Legal Proceeding, then the Sellers’ Representative may proceed with the defense of such Third-Party Claim claim or Legal Proceeding at the expense of the Indemnitors with reasonable diligence and keep the other parties counsel reasonably informed of material developments satisfactory to Purchaser (or in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicablecase of an Individual Claim, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of such applicable Indemnitor may proceed with the defense thereof; and (iv) permit of such claim or Legal Proceeding at the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionexpense of such Indemnitor); provided, however, thatthat the Sellers’ Representative (or Indemnitor, notwithstanding anything to as applicable) may not settle, adjust or compromise any such claim or Legal Proceeding without the contrary in this Agreementprior written consent of Purchaser (which consent may not be unreasonably withheld, no party conditioned or delayed). Purchaser shall be required to disclose any information to give the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion Sellers’ Representative prompt notice of the disclosing party) commencement of any attorney-client privilege available Legal Proceeding against Purchaser or the Company with respect to which Purchaser intends to demand indemnification from the Indemnitors; provided, however, that any failure on the part of Purchaser to so notify the Sellers’ Representative shall not limit any of the obligations of the Indemnitors under this Section 11 (except to the extent such informationfailure materially prejudices the defense of such Legal Proceeding).

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Proceeding (whether against Parent or the Purchaser, against any other Indemnitee or against any other Person) with respect to which the Seller may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 10, Parent and the Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Seller to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySeller. If Parent or the Company does not Purchaser so elects to designate the Seller to assume the defense of any such Thirdclaim or Proceeding: (a) the Seller shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to Parent and the Purchaser; (b) Parent and the Purchaser shall make available to the Seller any non-Party Claim, privileged documents and materials in the Indemnified Party possession of Parent or the Purchaser that may defend, or assume control of be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Seller shall keep Parent and the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) Parent and the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Seller shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser, which shall not be unreasonably withheld or delayed; and (f) Parent and the Purchaser may at any time (notwithstanding the prior designation of the Seller to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If Parent and the Purchaser does not elect to designate the Seller to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the Seller to assume such defense, Parent or the Purchaser elects to assume such defense), Parent or the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If Parent or the Purchaser so proceeds with reasonable diligence the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by Parent or the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Seller; (ii) as promptly as reasonably practicable, submit the Seller shall make available to Parent or the Purchaser any documents and materials in the possession or control of the Seller that may be necessary to the other parties copies defense of all pleadings, responsive pleadings, motions and other similar legal documents and papers received such claim or filed in connection therewith; Proceeding; (iii) permit Parent and the other parties Purchaser shall keep the Seller informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit Parent and the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Seller; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Seller shall be required to disclose any information to the other party not unreasonably withhold or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which delay such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject Each Party shall notify the other Party promptly of any claim of, or action for, infringement of any patents or misappropriation of trade secret rights of any Third Party * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the provisions hereofomitted portions. that is threatened, made or brought against either Party by reason of the Company development, manufacture, use, sale, offer for sale, importation, exportation or marketing of the Product by either Party. As between NYCOMED and DURECT, DURECT shall be solely responsible for defense of all such claims, including all related Costs, with respect to alleged infringement or misappropriation by the manufacture, use, sale, offer for sale, exportation and importation of the Product outside the Territory, so long as the alleged infringing or misappropriating activity is carried out by or on behalf of DURECT. (b) In the Indemnified Party shall have event of the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense institution of any litigation that is instituted claim, action or claim suit by a Third Party against either Party for patent infringement or demand that is asserted misappropriation of Third Party Know-How involving the development, manufacture, use, sale, offer for sale, importation, exportation, marketing or Commercialization of the Product in the Territory, excluding any such activity being carried out by any third party in respect or on behalf of which indemnification may be sought under this Article X DURECT (a “Relevant Third Party Claim”), [* * *] Subject to the costs terms of this Section 9.6, the Party defending the Relevant Third Party Claim shall control such defense and expenses incurred by the Company in connection shall be responsible for its own Costs associated with such defense (defense, including attorneys’ fees, other professionals’ and experts’ all fees and costs of attorneys, expert witnesses and court costs, provided that the defending Party shall: (i) use legal counsel reasonably acceptable to the other Party, (ii) regularly consult with the other Party or arbitration costs) shall be paid by its counsel to keep them fully informed on the Company. If progress and status of the Company does not assume the defense of any such Third-Relevant Third Party Claim, and (iii) provide copies of all material documents and consider in good faith all comments and suggestions made by the Indemnified other Party or its counsel. The other Party shall, at its own Cost, assist the defending Party (including providing access to its technical staff for consultation as necessary) and cooperate in the Relevant Third Party Claim at the defending Party’s request including being joined in such action if necessary. The defending Party may defendnot settle, compromise or dispose of any Relevant Third Party Claim without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed if such settlement would require the other Party to be subject to an injunction or to make a monetary payment or would adversely affect the Patents (e.g., restrict the claims in or admit any invalidity of any of the Patents) or otherwise significantly adversely affect the rights of the other Party to this Agreement. * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In the event that: (A) there is a final determination by a court of competent jurisdiction that such Third Party patent is infringed or Third Party Know-How has been misappropriated by the development, manufacture, use, sale, offer for sale, importation, exportation, marketing or Commercialization of the Product in the Territory in accordance with this Agreement, or assume control (B) a settlement is entered into that disposes of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Relevant Third Party Claim in accordance with this the last sentence of Section 10.3(a)9.6(b) may participateabove, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shallthen: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.[* * *]

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) The Indemnifying Person shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, entitled to participate in the defense of any Third-Party Claim. Claim for which it may be obligated to indemnify any Indemnified Person and, to the extent that it wishes (bunless (i) Any party controlling the defense of any Indemnifying Person is also a Person against whom the Third-Party Claim pursuant hereto shall: is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (iii) conduct the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 1 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable diligence costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any other person or entity; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and keep (C) the other parties reasonably informed Indemnified Person shall have no liability with respect to any compromise or settlement of material developments in such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim at all stages thereof; pursuant to this Agreement and the Indemnifying Person does not, within ten (ii10) as promptly as reasonably practicabledays after the Indemnified Person’s notice is given, submit give notice to the other parties copies Indemnified Person of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel its election to confer on the conduct of assume the defense thereof; and (iv) permit of such Third-Party Claim, the other parties and their counsel an opportunity to review all legal papers to Indemnifying Person will be submitted prior to their submission; provided, however, that, notwithstanding anything to bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationIndemnified Person.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Action (whether against Buyer, any Subsidiary of Buyer (including A2iA and its Subsidiaries) or any other Person) with respect to which any of Buyer may be entitled to indemnification, compensation, reimbursement, payment or any other remedy pursuant to this ARTICLE VII, Buyer shall have within five (5) Business Days give the right, by providing Sellers’ Representative written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X Action (each, a “Third Party Claim”); provided, however, that (i) such notice should describe the factual basis of such claim in reasonable detail, indicate a good faith estimate of the amount of the Damage and the grounds on which the request for indemnification is made, in each case, to the extent known and (ii) any failure on the part of Buyer to so notify the Sellers’ Representative shall not limit any of Buyer’s rights to indemnification, compensation, reimbursement or payment under this ARTICLE VII except to the extent (and only to the extent) such failure prejudices the defense of such Third Party Claim. (b) Within ten (10) Business Days of delivery of such written notice, the costs and expenses incurred Sellers’ Representative may elect, by written notice delivered to Buyer, to take all necessary steps to diligently contest any Third Party Claim referenced in Section 7.4(a) with counsel of reputable standing. If the Company Sellers’ Representative elects to assume the defense of such Third Party Claim as provided herein, (i) it shall diligently conduct the defense; (ii) the election will conclusively establish that Buyer is entitled to relief under this Agreement for any Damages arising in connection with such defense Third Party Claim; and (including attorneysiii) no compromise, settlement or consent to entry of any judgment of such Third Party Claim may be effected by the Sellers’ feesRepresentative without Buyer’s prior written consent which shall not be unreasonably withheld or delayed unless (A) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person, (B) Buyer shall receive a full and unconditional release from all liability with respect to such Third Party Claim and any other professionalsclaims by the Person(s) bringing such Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by Sellers. The Sellers’ Representative -43- (c) If the Sellers’ Representative makes the foregoing election, Buyer will have the right to participate in all negotiations and expertsproceedings relating to such Third Party Claim with its own counsel at its own expense; provided that if the employment of such counsel has been authorized in writing by the Sellers’ Representative, then the reasonable fees and court or arbitration costs) expenses of not more than one additional counsel for Buyer shall be paid by the Company. included as “Damages” with respect to this Agreement. (d) If the Company Sellers’ Representative does not assume the defense of any matter for which it is entitled to assume such Third-defense as provided above, or if the Sellers’ Representative elects to assume the defense but does not diligently conduct the defense, (i) Buyer shall have the full right to defend against any such Third Party Claim at Sellers’ expense, but shall only be entitled to settle or agree to pay in full such Third Party Claim with the written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld or delayed, and (ii) Sellers shall be bound by any determination resulting from such Third Party Claim and any compromise, settlement or judgment effected by Buyer. (e) Notwithstanding the foregoing, with respect to any Third Party Claim: (i) in which injunctive or equitable remedies have been sought in respect of any Indemnitee(s), A2iA or any of its Subsidiaries; (ii) the Indemnified outcome of any judgment or settlement of which could materially adversely affect the business of the Indemnitee(s), A2iA or any of its Subsidiaries; (iii) which relates to any Intellectual Property Rights or other Intellectual Property issues; or (iv) the indemnifiable Damages pursuant to such Third Party may defendClaim could reasonably be expected to exceed the then-remaining value of the Escrow Fund not subject to pending claims for indemnification, Buyer shall have the right, at its election and without compromising the rights of Buyer to indemnification, compensation, reimbursement or assume payment under this ARTICLE VII, to retain control of the defense of, any Third-of such Third Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-rather than cede control of such Third Party Claim to the Sellers’ Representative; provided that if the resolution of such Third Party Claim results in accordance with a right to indemnification, compensation, reimbursement or payment under this Section 10.3(a)ARTICLE VII in favor of any Indemnitee, Buyer shall not settle or compromise any such Third Party Claim without the written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (f) With respect to any Third Party Claim subject to this ARTICLE VII, the Sellers’ Representative and Buyer shall render such assistance to each other as they may participatereasonably require, through counsel of its own choice and, except as provided herein, at its own expense, shall cooperate in good faith in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-such Third Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and shall keep the each other parties reasonably informed of material developments in the Third-status of such Third Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit . The Sellers’ Representative and Buyer shall make available to the each other parties copies of all pleadings, responsive pleadings, motions relevant records and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which take such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.other

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense Promptly after Acquiror obtains knowledge of any litigation actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that is instituted has been or claim may be brought or demand that is asserted by any a third party in respect against Acquiror or any of which indemnification Acquiror’s Subsidiaries or other affiliates and that may be sought under this Article X subject to indemnification hereunder (a “Third Third-Party Claim”), Acquiror shall promptly give notice of such Third-Party Claim to the costs Shareholders’ Agent, stating the nature and expenses incurred by basis of such Third-Party Claim and the Company dollar amount of such Third-Party Claim, to the extent known. The Shareholders’ Agent shall have the right at its election, at any time, to defend any Third-Party Claim, in connection with which case: (i) Shareholders’ Agent shall diligently and in good faith defend such defense Third-Party Claim; (including ii) the attorneys’ feesfees of counsel reasonably acceptable to Acquiror (approval of such counsel not to be unreasonably withheld), other professionals’ and experts’ fees and court or arbitration costs) shall be paid costs incurred by the Company. If the Company does not assume the defense of any Shareholders’ Agent in connection with defending such Third-Party ClaimClaim shall be payable from the Escrow Fund, without the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense requirement of any Third-Party Claim. consent or approval by Acquiror; (biii) Any party controlling Acquiror shall not be entitled to be indemnified (from the defense of Escrow Fund or otherwise) for any Third-Party Claim pursuant hereto shall: (i) conduct costs or expenses incurred by Acquiror in connection with the defense of such Third-Party Claim with reasonable diligence Claim; (iv) Acquiror shall be entitled to monitor such defense at its expense; (v) Acquiror shall make available to the Shareholders’ Agent all books, records and keep other documents and materials that are under the direct or indirect control of Acquiror or any of its Subsidiaries or other parties affiliates and that the Shareholders’ Agent considers necessary or desirable for the defense of such Third-Party Claim; (vi) Acquiror shall execute such documents and take such other actions as the Shareholders’ Agent may reasonably informed request for the purpose of material developments facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third-Party Claim; (vii) Acquiror shall otherwise fully cooperate as reasonably requested by the Shareholders’ Agent in the defense of such Third-Party Claim; (viii) Acquiror shall not admit any liability with respect to such Third-Party Claim; and (ix) the Shareholders’ Agent shall not enter into any settlement agreement providing for the settlement of such Third-Party Claim at all stages thereof; without the prior written consent of Acquiror (which consent shall not be unreasonably withheld) if such settlement agreement imposes on Acquiror or any of its Subsidiaries or other affiliates any obligation, other than an obligation to pay monetary damages in an amount less than the aggregate cash amount remaining in the Escrow Fund and available to pay such damages. If the Shareholders’ Agent elects not to defend such Third-Party Claim, then (i) Acquiror shall diligently defend such Third-Party Claim and (ii) as promptly as reasonably practicable, submit Acquiror shall have no right to seek indemnification under this Section 9 in respect of such Third-Party Claim for any settlement entered into without the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct prior written consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to Shareholders’ Agent, which consent shall not be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationunreasonably withheld.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person other than Purchaser of any claim, Proceeding or the imposition of any penalty or assessment (a) Subject to whether against the provisions hereofCompany, its subsidiaries, the Company on behalf of Purchaser, or any other Person) with respect to which the Indemnified Party shall have the rightSeller may become obligated to hold harmless, by providing written notice indemnify, compensate or reimburse any Indemnitee pursuant to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X Section ‎9 (a “Third Party Claim”), the costs and expenses incurred by Purchaser shall give the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by Seller prompt written notice of the Company. If the Company does not assume the defense commencement of any such Third-Third Party Claim.] The Seller shall have the right, at its election and its expense, to assume and control the defense and settlement of such Third party Claim, provided that it notifies the Purchaser of its decision to do so within 10 (ten) Business Days upon its receipt of written notice from the Purchaser of such Third Party Claim, the Indemnified Party may defend, or assume control and for such purpose will be provided from time to time with such powers of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions attorney and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on as required for the conduct of such defense by the defense thereof; Seller and (iv) permit its legal counsels subject to the other parties Seller entering into a confidentiality agreement with respect to such information containing customary confidentiality obligations and their counsel an opportunity to review all legal papers to be submitted prior to their submissionuse restrictions; provided, however, thatthat the Seller may not elect to assume or control the defense, notwithstanding anything appeal or settlement of any Third Party Claim unless: (a) the sole remedy sought by the plaintiff in such Third Party Claim is monetary damages, (b) the Seller acknowledges and agrees in writing that any Damages relating to the contrary in such Third Party Claim constitute Damages under this AgreementSection ‎9, no party shall be required to disclose any information to the other party or its counsel, accountants or representativesand (c) such Third Party Claim, if doing so adversely determined, would not otherwise be reasonably expected to violate Materially Adversely Affect the Purchaser or any Law of its Affiliates or Representatives. Notwithstanding the Seller’s election to which such person is subject assume the defense, appeal or could jeopardize (settlement of a Third Party Claim, the Indemnitee shall have the right to employ separate counsel and to participate in the defense or investigation of such Third Party Claim at its own cost and expense. The Seller and the Purchaser shall reasonably cooperate in any such defense, appeal or settlement proceedings, and give each other reasonable discretion of access to all information relevant thereto, subject to the disclosing party) any attorney-client privilege available parties entering into a confidentiality agreement with respect to such informationinformation containing customary confidentiality obligations and use restrictions. If the Seller is not entitled, or does not timely elect, to assume and control the defense, appeal or settlement of a Third Party Claim: 9.8.1. subject to the other provisions of Section ‎9, all reasonable expenses relating to the defense of such Third Party Claim (and all amounts due pursuant to any settlement, adjustment or compromise of such Third Party Claim) shall be borne and paid exclusively by the Seller; 9.8.2. the Seller shall make available to the Purchaser any documents and materials in its possession or control that may be necessary to the defense of such claim or Legal Proceeding; and 9.8.3. the Purchaser, or the relevant Indemnitee or the relevant Affiliate thereof (as the case may be) shall control the conduct of the Third Party Claim but shall not have the right to settle, adjust or compromise such Third Party Claim without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed). 9.8.4. For the avoidance of doubt, failure on the part of the Purchaser to notify the Seller of any Third Party Claim subject to this Section ‎9.8, shall not limit any of the obligations of the Seller under Section ‎9 (except to the extent such failure materially prejudices the defense of such Third Party Claim by the Seller). 9.8.5. The Seller may not settle, adjust or compromise any Third Party Claim regarding which it assumes the defense, appeal or settlement without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed). If an Indemnitee requests that the Seller, or the Seller requests the Purchaser or any Indemnitee, to consent to a settlement, adjustment or compromise of any Third Party Claim in which the requested party or any Affiliate thereof conducts the defense, appeal or settlement, the requested party shall not unreasonably withhold or delay such consent. The Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with all Third Party Claims.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (a) Subject to whether against any of the provisions hereofAcquired Companies, MIPS, the Company on behalf of Purchaser or any other Person) with respect to which any Indemnitor may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 6, the Indemnified Party Purchaser shall have the rightright to, by providing written notice to and shall, at the Indemnified PartyShareholders’ Representative’s request, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), Legal Proceeding on its own with counsel reasonably satisfactory to the costs and expenses incurred by the Company in connection with such defense (including attorneysShareholders’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyRepresentative. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party Claim, claim or Legal Proceeding: (a) each Indemnitor shall make available to the Indemnified Party Purchaser any documents and materials in his possession or control that may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in be necessary to the defense of any Third-Party Claim.such claim or Legal Proceeding; and (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct Purchaser shall have the defense of right to settle, adjust or compromise such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received claim or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionLegal Proceeding; provided, however, thatthat if the Purchaser settles, notwithstanding anything adjusts or compromises any such claim or Legal Proceeding without the consent of the Shareholders’ Representative, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by MIPS, the Indemnitee, MIPS’ current or future affiliates (including the Acquired Companies) or any of their respective Representatives (excluding the Selling Shareholders) in connection with such claim or Legal Proceeding (it being understood that if the Purchaser requests that the Shareholders’ Representative consent to a settlement, adjustment or compromise, the Shareholders’ Representative shall not unreasonably withhold or delay such consent). The Purchaser shall give the Shareholders’ Representative prompt notice of the commencement of any such Legal Proceeding against the Purchaser or any of the Acquired Companies; provided, however, that any failure on the part of the Purchaser to so notify the Shareholders’ Representative shall not limit any of the obligations of the Indemnitors under Section 6 (except to the contrary extent such failure materially prejudices the defense of such Legal Proceeding). If the Purchaser does not elect to proceed with the defense of any such claim or Legal Proceeding, the Shareholders’ Representative may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to the Purchaser; provided, however, that the Shareholders’ Representative may not settle, adjust or compromise any such claim or Legal Proceeding without the prior written consent of the Purchaser (which consent may not be unreasonably withheld or delayed). In the event that the Purchaser does not defend a claim or matter subject to indemnification as provided above, any costs or expenses incurred or amounts paid by the Indemnitor in this Agreement, no party connection with such matter shall be required to disclose deemed Damages paid by the Indemnitor in satisfaction of any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationindemnity obligation hereunder.

Defense of Third Party Claims. Promptly (aand in no event more than five Business Days) Subject after Parent, the Surviving Corporation or any Affiliate of Parent or the Surviving Corporation receives notice or otherwise obtains knowledge of any actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that has been or may be brought, commenced or asserted by a third party against Parent, the Surviving Corporation or any of Parent’s other Affiliates and that may give rise to an Indemnification Claim by Parent under this Article 8 (any such actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding by a third party being referred to as a “Third-Party Claim”), Parent shall deliver to the provisions hereofShareholders’ Representative a written notice stating in reasonable detail the nature and basis of such Third-Party Claim and the dollar amount of such Third-Party Claim, to the Company on behalf extent known. The timely delivery of such written notice by Parent to the Shareholders’ Representative shall be a condition precedent to Parent’s right to receive indemnification payments from the Escrow Fund with respect to such Third-Party Claim or with respect to any of the Indemnified facts or circumstances giving rise to such Third-Party Claim only to the extent the failure to timely deliver such notice materially prejudices the Shareholders’ Representative’s ability to defend such Third-Party Claim. The Shareholders’ Representative shall have the right, by providing at its option, within fifteen (15) Business Days of receipt of Parent’s written notice to the Indemnified Party, to elect to defend and control assume the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third such Third-Party Claim”), the costs and expenses incurred by the Company in connection Claim with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Companyits own counsel. If the Company does not Shareholders’ Representative elects to assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.then:

Defense of Third Party Claims. (a) Subject In the event that Acquirer becomes aware of any Third-Party Claim which Acquirer believes in good faith is reasonably likely to result in a claim against the provisions hereof, the Company Escrow Fund by or on behalf of the an Indemnified Party Person, Acquirer shall have the rightright in its sole discretion, by providing written notice to the Indemnified Party, to elect to defend and control the defense of to resolve any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third such Third-Party Claim”); provided, however, that if Acquirer determines to defend and/or to resolve any such Third-Party Claim, that Acquirer shall (i) first consult with the Representative regarding such defense and/or resolution, (ii) use its best efforts, in good faith, to defend and/or resolve such Third-Party Claim, (iii) and the settlement or resolution, and the costs and expenses incurred by the Company Acquirer in connection with such defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall will not be paid determinative of Damages for which Acquirer may seek indemnification pursuant to a Claim made by any Indemnified Person hereunder, except as set forth below. (b) The Representative will have the Company. If the Company does not assume the defense right to receive copies of any such Third-Party Claimall pleadings, the Indemnified Party may defend, or assume control of the defense of, notices and communications with respect to any Third-Party Claim against to the Company. The extent that receipt of such documents by the Representative does not affect any privilege relating to the Indemnified Party Person and shall have the right to participate in (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense), in the defense of but not determine or conduct, any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of or settlement negotiations with respect to any such Third-Party Claim. Except with the prior written consent of the Representative, no settlement or resolution by Acquirer of any Third-Party Claim with reasonable diligence that may give rise to a claim against the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of indemnifiable Damages relating to such matter; provided, further, that only if the Representative has consented in writing to any such settlement, then the Representative will be deemed to have accepted the related Claim by any Indemnified Person for indemnification pursuant to Section 11.3 but only for the amount (if any) set forth in such consent, and keep the other parties reasonably informed of material developments in Effective Time Holders will remain responsible to indemnify the Indemnified Persons for all Damages they may incur arising out of, resulting from or caused by the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary fullest extent provided in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationArticle 11.

Defense of Third Party Claims. (a) Subject to In the provisions hereofevent of the assertion or commencement by any Person other than Parent or Merger-Sub of any claim, Tax, proceeding or the imposition of any penalty or assessment (whether against the Company, its subsidiaries, the Parent, or any other Person) with respect to which the Company on behalf of the Indemnified Party shall have the rightor any Shareholder may become obligated to hold harmless, by providing written notice indemnify, compensate or reimburse any Indemnitee pursuant to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X Section ‎10 (a “Third Third-Party Claim”), the costs Parent shall give the Shareholders’ Representative prompt written notice of the commencement of any such Third Party Claim. The Shareholders acting through the Shareholders’ Representative shall have the right, at their election and expenses incurred expense, to assume and control the defense and settlement of such Third party Claim, provided that they notify the Parent of their decision to do so within 10 (ten) Business Days upon receipt of written notice from the Parent of such Third Party Claim, and for such purpose will be provided from time to time with such powers of attorney and other documents as required for the conduct of such defense by the Company in connection with such defense Shareholders and their legal counsels; provided, however, that the Shareholders may not elect to assume or control the defense, appeal or settlement of any Third Party Claim unless: (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costsa) shall be paid the sole remedy sought by the Companyplaintiff in such Third Party Claim is monetary damages, (b) the Shareholders acknowledge and agree in writing that any Damages relating to such Third Party Claim constitute Damages under this Section 10, and (c) such Third Party Claim, if adversely determined, would not otherwise be reasonably expected to Materially Adversely Affect the Parent or any of its Representatives. Notwithstanding the Shareholders’ election to assume the defense, appeal or settlement of a Third Party Claim, the Indemnitees shall have the right to employ separate counsel and to participate in the defense or investigation of such Third Party Claim at their own cost and expense. The Company and the Parent and Indemnitees shall reasonably cooperate in any such defense, appeal or settlement proceedings, and give each other reasonable access to all information relevant thereto, subject to the relevant Parties entering into a confidentiality agreement with respect to such information containing customary confidentiality obligations and use restrictions. If the Company does Shareholders are not entitled, or do not timely elect, to assume and control the defense defense, appeal or settlement of any such a Third-Party Claim, : i. subject to the Indemnified Party may defend, or assume control other provisions of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate‎10, through counsel of its own choice and, except as provided herein, at its own expense, in all reasonable expenses relating to the defense of such Third Party Claim (and all amounts due pursuant to any Third-settlement, adjustment or compromise of such Third Party Claim) shall be borne and paid exclusively by the Shareholders (subject to Section 10.2(b)); ii. the Shareholders shall make available to the Parent any documents and materials in their possession or control that may be necessary to the defense of such claim or Legal Proceeding; and iii. the Parent, or the Indemnitees or the relevant affiliate thereof (as the case may be) shall control the conduct of the Third Party Claim but shall not have the right to settle, adjust or compromise such Third Party Claim without the prior written consent of the Shareholders (such consent not to be unreasonably withheld or delayed). (b) Any party controlling The Shareholders may not settle, adjust or compromise any Third Party Claim regarding which it assumes the defense defense, appeal or settlement without the prior written consent of the Parent (such consent not to be unreasonably withheld or delayed). If an Indemnitee requests that the Shareholders, consent to a settlement, adjustment or compromise of any Third-Third Party Claim pursuant hereto shall: in which the requested party or any Affiliate thereof conducts the defense, appeal or settlement, the requested party shall not unreasonably withhold or delay such consent. The Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with all Third Party Claims. (ic) conduct Parent and Indemnitees shall be entitled to rely on decisions made in writing by the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments Shareholders’ Representative, as being made in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies name of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationShareholders.

Defense of Third Party Claims. (a) Subject The Buyer shall have the right to assume the provisions hereofdefense of any claim or Proceeding, whether against any Party, any Indemnitee or any other Person, with respect to which any Indemnifying Party may become obligated to indemnify, hold harmless, compensate or reimburse any Person pursuant to this Section 6; provided, however, that the Company on behalf Seller shall have the right to assume the defense of any claim or Proceeding if the Indemnified Party sole remedy claimed is monetary Damages and the Seller assumes the obligation to pay all monetary Damages resulting from such claim or Proceeding. The Buyer shall also have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Seller to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, claim or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party ClaimProceeding. (b) Any party controlling If the Buyer assumes the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding: (i) conduct The Buyer shall proceed to defend such claim or Proceeding in a diligent manner and in good faith; (ii) The Seller and the Guarantor shall make available to the Buyer any documents and materials in the possession or control of the Seller and the Guarantor that may reasonably be necessary to the defense of such Third-Party Claim with reasonable diligence claim or Proceeding and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicablerelated thereto, submit subject to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; a court’s determination regarding privilege; (iii) permit The Buyer shall keep the other parties Seller informed of all material developments and their counsel events relating to confer on the conduct of the defense thereof; and such claim or Proceeding; (iv) permit The Seller shall have the other parties and their counsel an opportunity right to review all legal papers participate in the defense of such claim or Proceeding at its own expense; and (v) The Buyer shall have the right to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Seller; provided, however, that, notwithstanding anything that the Seller shall not unreasonably withhold such consent. (c) If the Seller assumes the defense of any such claim or Proceeding: (i) The Seller shall proceed to defend such claim or Proceeding in a diligent manner and in good faith with counsel reasonably satisfactory to the contrary Buyer; (ii) The Buyer shall make available to the Seller any documents and materials in this Agreementthe possession of the Buyer that may reasonably be necessary to the defense of such claim or Proceeding and related thereto, no party subject to a court’s determination regarding privilege; (iii) The Seller shall keep the Buyer and its Representatives informed of all material developments and events relating to such claim or Proceeding; (iv) The Buyer shall have the right to participate in the defense of such claim or Proceeding at its own expense; (v) The Seller shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Buyer, which consent shall not be unreasonably withheld; and (vi) Notwithstanding the prior designation of the Seller to assume the defense of such claim or Proceeding, the Buyer may at any time, in its reasonable discretion, assume the defense of such claim or Proceeding unless the sole remedy claimed is monetary Damages and the Seller has assumed the obligation to pay all monetary Damages resulting from such claim or Proceeding. (d) Subject to the limitations set forth in Section 6.7, (i) all fees, expenses, charges or costs of any nature, including any reasonable legal fee, expert fee, accounting fee or advisory fee, relating to the defense of a claim or Proceeding for which indemnification pursuant to Section 6.3 is claimed, whether or not incurred by the Seller and whether or not the Buyer shall assume the defense of any such claim or Proceeding, shall be required to disclose borne and paid exclusively by the Seller and the Guarantor, and (ii) all fees, expenses, charges or costs of any information nature, including any reasonable legal fee, expert fee, accounting fee or advisory fee, relating to the other party defense of a claim or its counselProceeding for which indemnification pursuant to Section 6.4 is claimed, accountants whether or representativesnot incurred by the Seller and whether or not the Buyer shall assume the defense of any such claim or Proceeding, if doing so would shall be reasonably expected to violate any Law to which such person is subject or could jeopardize (in borne and paid exclusively by the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationBuyer.

Defense of Third Party Claims. (a) Subject to . In the provisions hereof, the Company on behalf event of the assertion or commencement by any Person of any claim or Proceeding with respect to which an Indemnified Party may be entitled to indemnification pursuant to this Article VI, such Indemnified Party shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyProceeding on its own. If the Company does not assume such Indemnified Party so proceeds with the defense of any such Third-Party Claimclaim or Proceeding: (a) subject to the other provisions of this Article VI, all expenses (including attorney’s fees) relating to the defense of such claim or Proceeding (and all amounts due pursuant to any settlement, adjustment or compromise with respect to such claim or Proceeding) shall be borne and paid exclusively by the Seller Members; (b) Seller and the Seller Members shall make available to the Indemnified Party any documents and materials in their possession or control that may defendbe necessary to the defense of such claim or Proceeding; (c) the Indemnified Party shall consult with Seller regarding, or assume control of and Seller will be entitled to participate in the defense of, any Third-Party Claim against such claim or Proceeding on behalf of the Company. The Indemnified Party Seller Members at the sole cost and expense of the Seller (unless itself controlling on behalf of the Third-Party Claim in accordance Seller Members) (but not to appear of record or communicate with this Section 10.3(athe Person asserting any such claim or Proceeding or its Representatives)) may participate, through counsel of its own choice andand to receive, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties upon request copies of all pleadings, responsive pleadingsnotices and settlement offers related thereto; and (d) the Indemnified Party shall have the right to settle, motions and other similar legal documents and papers received adjust or filed in connection therewith; (iii) permit compromise such claim or Proceeding without the other parties and their counsel to confer on the conduct consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionSeller; provided, however, thatthat if the Indemnified Party settles, notwithstanding anything adjusts or compromises any claim or Proceeding without the consent of the Seller, such action shall not be deemed conclusive of the existence of an indemnifiable claim or the amount of Damages for purposes of this Article VI and the Seller Members’ obligation to indemnify any Indemnified Party in connection with such claim or Proceeding shall be subject to the contrary last sentence of this Section 6.5(d). An Indemnified Party will give the Seller notice after it has been served in connection with the commencement of any such claim or Proceeding against any Indemnified Party; provided, however, that any failure on the part of any Indemnified Party to so notify the Seller will not limit any of the obligations of Seller or the Seller Members, or any of the rights of any Indemnified Party, under this AgreementArticle VI, no party except to the extent such failure materially prejudices the defense of such Proceeding. If an Indemnified Party does not elect to proceed with the defense of any such Proceeding, the Seller may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or Indemnified Parties; provided, however, that the Seller may not settle or compromise any such Proceeding without the prior written consent of the Indemnified Party or Indemnified Parties, unless such settlement (x) is limited to monetary damages that are fully indemnified and paid to Purchaser and does not provide for injunctive or other non-monetary relief affecting any Indemnified Party, (y) does not include any finding or admission of violation of Law or the rights of any Person by any Indemnified Party or affect any other claim that may be made against any Indemnified Party, and (z) includes an unconditional release of each Indemnified Party from all liabilities in connection with such Proceeding. No amounts shall be required payable by the Seller Members pursuant to disclose this Section 6.5 until a Notice of Claim is delivered pursuant to Section 6.6 and any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion portion of the disclosing partyClaimed Amount set forth therein is determined in accordance with the terms of Section 6.6 to constitute an Agreed Amount, Stipulated Amount and/or Award Amount, in which case any such amount shall be payable in accordance with Section 6.6. (e) The above provisions of this Section 6.5 shall not apply to any attorney-client privilege available with respect to such informationThird Party Claim that is a Tax Contest (which, for the avoidance of doubt, shall be governed by Section 4.3(e)).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against the Purchaser, against any other Indemnitee or against any other Person) Subject with respect to which any of the provisions hereofGeneral Partners or the Sellers may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Article 9, the Company on behalf of the Indemnified Party Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the General Partners and the Sellers to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs General Partners and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySellers. If the Company does not Purchaser so elects to designate the General Partners and the Sellers to assume the defense of any such Thirdclaim or Proceeding: (a) the General Partners and the Sellers shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchaser; (b) the Purchaser shall make available to the General Partners and the Sellers any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Purchaser that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party General Partners and the Sellers shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the General Partners and the Sellers shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser; and (f) the Purchaser may at any time (notwithstanding the prior designation of the General Partners and the Sellers to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If the Purchaser does not elect to designate the General Partners and the Sellers to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the General Partners and the Sellers to assume such defense, the Purchaser elects to assume such defense), the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser so proceeds with the defense of any such claim or Proceeding on its own: (i) all reasonable diligence expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in General Partners and the Third-Party Claim at all stages thereof; Sellers; (ii) as promptly as reasonably practicable, submit the General Partners and the Sellers shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchaser any documents and papers received materials in the possession or filed in connection therewith; control of either of the General Partners or the Sellers that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser shall keep the General Partners and their counsel the Sellers informed of all material developments and events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submission; providedsettle, however, that, notwithstanding anything to adjust or compromise such claim or Proceeding with the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion consent of the disclosing party) any attorney-client privilege available with respect to General Partners and the Sellers; PROVIDED, HOWEVER, that the General Partners and the Sellers shall not unreasonably withhold such informationconsent.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party Acquiror shall have the right, by providing written notice to the Indemnified Party, to elect to defend determine and control conduct the defense or settlement of any litigation that is instituted claim, demand, suit, action, arbitration, investigation, inquiry or claim or demand that is asserted proceeding brought by any a third party against Acquiror (in respect of which indemnification may be sought under this Article X (each such case, a “Third Party Claim”), "THIRD-PARTY CLAIM") and the costs and expenses incurred by the Company Acquiror in connection with such defense or settlement (including reasonable attorneys’ ' fees, other professionals’ ' and experts’ ' fees and court or arbitration costs) shall be paid by included in the Company. If Damages for which Acquiror may seek indemnification pursuant to a Claim made hereunder. (b) The Representative shall have the Company does not assume the defense right to receive copies of any such Third-Party Claimall pleadings, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling notices and communications with respect to the Third-Party Claim in accordance with this Section 10.3(a)) to the extent that receipt of such documents by the Representative does not affect any privilege relating to Acquiror and may participateparticipate in, through counsel of its own choice andbut not to determine or conduct, except as provided herein, at its own expense, in the any defense of any the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim. (bc) Any party controlling the defense No settlement of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence any third party claimant shall be determinative of the existence of or amount of Damages relating to such matter, except with the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed and keep which shall be deemed to have been given unless the other parties reasonably informed Representative shall have objected within 15 days after a written request for such consent by Acquiror. In the event that the Representative has consented to any such settlement, neither the Representative nor any Effective Time Holder shall have any power or authority to object under any provision of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit this Article 11 to the other parties copies amount of all pleadings, responsive pleadings, motions and other similar legal documents and papers received any claim by or filed in connection therewith; (iii) permit on behalf of Acquiror against the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party Escrow Cash or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available Effective Time Holders for indemnity with respect to such informationsettlement.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf Within thirty (30) days of the being notified in writing by a Buyer Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense Person of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control Indemnifying Parties shall have the right to determine and conduct the investigation and defense of the defense of, any Third-Party Claim against at its own expense by notice to such Buyer Indemnified Person; provided that the Company. Indemnifying Parties shall not be entitled to assume control of such defense if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, indictment, allegation or investigation; (2) the claim primarily seeks (and continues to seek) non-monetary damages (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages); or (3) upon petition by a Buyer Indemnified Person, the appropriate court rules that the Indemnifying Parties failed or is failing to vigorously prosecute or defend such claim. (b) The Buyer Indemnified Party (unless itself controlling Persons and the Indemnifying Parties shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim (to the extent that receipt of such documents by such Person does not affect any legal privilege and subject to execution by such Person of a standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information). However, if an Indemnifying Party has assumed control of any Third-Party Claim, the Buyer Indemnified Persons may participate in accordance such Third-Party Claim or any Action related to such Third-Party Claim with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, their choosing and at its own their sole expense, in . (c) If an Indemnifying Party shall control the defense of any Third-Party Claim. (b) Any party controlling , such Indemnifying Party shall obtain the prior written consent of the Buyer before entering into any settlement of or ceasing to defend such Third-Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against any Buyer Indemnified Person or if such settlement does not expressly and unconditionally release the Buyer Indemnified Persons from all liabilities and obligations with respect to such Third-Party Claim, without prejudice. If an Indemnifying Party does not control the defense of any Third-Party Claim pursuant hereto shall: (iClaim, the Buyer Indemnified Person(s) conduct the defense shall not enter into any settlement of such Third-Party Claim with reasonable diligence and keep without the other parties reasonably informed prior written consent of material developments in the Third-Party Claim at all stages thereof; Parent (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers such consent not to be submitted prior to their submission; providedunreasonably withheld, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party conditioned or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationdelayed).

Defense of Third Party Claims. (a) Subject In the event of the assertion or commencement by any Person of any claim or Action with respect to which either the provisions hereofSeller Indemnifying Parties or the Buyer (in either case, the Company on behalf of “Indemnifying Party”) may become obligated to hold harmless, indemnify, compensate or reimburse any Buyer Indemnified Parties or Seller Indemnified Parties, respectively, (in either case, the “Indemnified Party”) pursuant to ARTICLE X (the “Third Party Claim”), the Indemnified Party shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), Action on its own with counsel reasonably satisfactory to the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyIndemnifying Party. If the Company does not assume Indemnified Party so proceeds with the defense of any such Thirdclaim or Action: (i) subject to the other provisions of ARTICLE X, all reasonable and documented out-of-pocket expenses relating to the defense of such claim or Action shall be borne and paid exclusively by the Indemnifying Party; (ii) the Indemnifying Party Claim, shall make available to the Indemnified Party any documents and materials in his possession or control that may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in be necessary to the defense of such claim or Action; and (iii) the Indemnified Party shall have the right to settle, adjust or compromise such claim or Action; provided, however, that if the Indemnified Party settles, adjusts or compromises any Third-such claim or Action without the consent of the Sellers, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnified Party Claimin connection with such claim or Action (it being understood that if the Buyer requests that the Sellers’ Representative consent to a settlement, adjustment or compromise, the Sellers’ Representative shall not unreasonably withhold or delay such consent). (b) Any party controlling The Indemnified Party shall give the defense Indemnifying Party prompt written notice of the commencement of any Third-Party Claim pursuant hereto shall: (i) conduct such Action against the defense of such Third-Party Claim with reasonable diligence and keep Indemnified Party, the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received Company or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct any subsidiary of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionCompany; provided, however, thatthat any failure on the part of the Indemnified Party to so notify the Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under ARTICLE X (except to the extent such failure materially prejudices the defense of such Action). If the Indemnified Party does not elect to proceed with the defense of any such claim or Action, notwithstanding the Indemnifying Party may proceed with the defense of such claim or Action with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party may not settle, adjust or compromise any such claim or Action without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld or delayed). (c) Notwithstanding anything to the contrary in this Agreement, no party the procedures for all Tax Claims shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationgoverned exclusively by ARTICLE VI and not this Section 10.5.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf Upon receipt by any Indemnitee of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation actual or possible Action that is instituted has been or claim may be brought or demand that is asserted by any a third party in respect of which indemnification against such Indemnitee and that may be sought under this Article X subject to indemnification hereunder (a “Third Third-Party Claim”), the costs and expenses incurred by Indemnitee shall promptly deliver a Claim Certificate with respect to such Third-Party Claim to the Company in connection Equityholders Representative. The Indemnitee shall have the right, at its election, to proceed with the defense of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyThird-Party Claim on its own. If the Company does not assume Indemnitee so proceeds with the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim.: (ba) Any party controlling the defense of Equityholders Representative shall, and shall use commercially reasonable efforts to cause each Equityholder to, make available to Indemnitee any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in its possession or control that may be necessary to the defense of such Third-Party Claim with reasonable diligence and keep Claim; and (b) Indemnitee shall have the other parties reasonably informed of material developments in the right to control, settle, adjust or compromise such Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to without the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionEquityholders Representative; provided, however, thatthat except with the consent of the Equityholders Representative (which consent shall not be unreasonably withheld, notwithstanding anything conditioned or delayed), no settlement of any such Third-Party Claim shall be determinative of either the fact that Liability may be recovered by the applicable Indemnitee in respect of such Third-Party Claim pursuant to the contrary indemnification provisions of this Article IX or the amount of such Liability that may be recovered by the applicable Indemnitee in this Agreement, no party shall be required to disclose any information respect of such Third-Party Claim pursuant to the other party or its counselindemnification provisions of this Article IX. If the Equityholders Representative consents to such settlement, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize the Equityholders Representative (in the reasonable discretion on behalf of the disclosing partyEquityholders) will not have any attorney-client privilege available power or authority to object to the amount or validity of any claim by or on behalf of an Indemnitee for indemnity with respect such settlement. The Indemnitee shall give the Equityholders Representative prompt notice of the commencement of any such Third-Party Claim; provided, however, that any failure on the part of Indemnitee to so notify the Equityholders Representative shall not limit any of the obligations of the Equityholders under this Article IX (except to the extent such informationfailure materially prejudices the defense of such Third-Party Claim).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (a) Subject to the provisions hereofwhether against Purchaser, the Company on behalf of the Indemnified Party or any other Person) with respect to which any Shareholder Indemnitor may become obligated to indemnify, compensate or reimburse any Purchaser Indemnitee pursuant to Article 7, Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), Legal Proceeding on its own with counsel reasonably satisfactory to the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyMajority Shareholders. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party Claimclaim or Legal Proceeding: (a) subject to the other provisions of Article 7, all reasonable expenses relating to the Indemnified Party may defend, defence of such claim or assume control of Legal Proceeding shall be borne and paid exclusively by the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim.Shareholder Indemnitors; (b) Any party controlling each Shareholder Indemnitor shall make available to Purchaser any documents and materials in his possession or control that may be necessary to the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense defence of such Third-Party Claim with reasonable diligence and keep claim or Legal Proceeding; and (c) Purchaser shall have the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableright to settle, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received adjust or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissioncompromise such claim or Legal Proceeding; provided, however, thatthat if Purchaser settles, notwithstanding anything adjusts or compromises any such claim or Legal Proceeding without the Consent of Majority Shareholders, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by Purchaser Indemnitee in connection with such claim or Legal Proceeding (it being understood that if Purchaser requests that the Shareholders consent to a settlement, adjustment or compromise, the Shareholders shall not unreasonably withhold or delay such Consent). Purchaser shall give the Shareholders prompt notice of the commencement of any such Legal Proceeding against Purchaser or the Company; provided, however, that any failure on the part of Purchaser to so notify the Shareholders shall not limit any of the obligations of the Shareholder Indemnitors under Article 7 (except to the contrary in this Agreementextent such failure materially prejudices the defence of such Legal Proceeding). If the Purchaser does not elect to proceed with the defence of any such claim or Legal Proceeding, no party shall the any Shareholder may proceed with the defence of such claim or Legal Proceeding with counsel reasonably satisfactory to Purchaser; provided, however, that the Shareholder may not settle, adjust or compromise any such claim or Legal Proceeding without the prior written Consent of Purchaser (which Consent may not be required to disclose any information to the other party unreasonably withheld or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationdelayed).

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Upon receipt by any Buyer Indemnified Party shall have the right, by providing written of notice to the Indemnified Party, to elect to defend and control the defense of any litigation actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that is instituted has been or claim may be brought or demand that is asserted by any a third party in respect of which indemnification against such Buyer Indemnified Party and that may be sought under this Article X subject to indemnification hereunder (any such claim, excluding any Tax Contest, a “Third Third-Party Claim”), Buyer (on behalf of such Buyer Indemnified Party) shall promptly give notice of such Third-Party Claim to the Equityholders’ Representative indicating the nature of such Third-Party Claim and the stated basis therefor and the amount of Damages claimed pursuant to such Third-Party Claim (the “Third-Party Claim Notice”). (b) Buyer shall determine and conduct the investigation, defense or settlement of any Third-Party Claim, and the costs and expenses incurred or paid by the Company Buyer in connection with such investigation, defense or settlement (including attorneys’ fees, other professionals’ and experts’ fees fees, costs of investigation and court or arbitration costs) shall be paid included in the Damages for which Buyer may seek indemnification pursuant to a Claim made by any Buyer Indemnified Party hereunder. The Equityholders’ Representative shall have the right to employ separate counsel in such Third-Party Claim and participate in such defense thereof (but not control or conduct such defense), provided that the fees and expenses of such counsel shall be at the expense of Equityholders’ Representative (on behalf of the Equityholders). The Equityholders’ Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents by the Company. If the Company Equityholders’ Representative does not assume affect any privilege relating to the defense Buyer Indemnified Party. No settlement of any such Third-Party Claim, Claim with any third party claimant shall be made without the Indemnified Party may defend, or assume control prior written consent of the defense ofEquityholders’ Representative, any Third-Party Claim against (which shall not be unreasonably withheld, conditioned or delayed) and which shall be deemed to have been given unless the Company. The Indemnified Party Equityholders’ Representative shall have objected within thirty (unless itself controlling 30) days after written request for such consent by the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party ClaimBuyer. (bc) Any party controlling Notwithstanding Section 9.5(a) or Section 9.5(b), after the defense Closing, Buyer shall control the conduct and resolution of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableTax Contest, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything that to the contrary extent any Tax Contest could reasonably give rise to an indemnification claim by a Buyer Indemnified Party, Buyer shall (i) notify the Equityholders’ Representative of such Tax Contest in this Agreement, no party shall be required to disclose any information to writing within a reasonable period of time after its or the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion Surviving Corporation’s receipt of the disclosing party) any attorney-client privilege available notice of a Tax Contest with respect to any Tax Return for a Pre- Closing Tax Period, (ii) permit the Equityholders’ Representative to evaluate and comment on such informationTax Contest and (iii) reasonably and in good faith consider any such comments of the Equityholders’ Representative and request the Equityholders’ Representative’s consent to the resolution of any Tax Contest; and provided further that any failure by Buyer to provide any notice under this Section 9.5(c) to the Equityholders’ Representative will not relieve the Equityholders’ Representative of any obligation or liability to the Buyer Indemnified Parties, except and only to the extent that the Equityholders’ Representative demonstrates that it has been materially prejudiced by such failure by Buyer to timely provide such notice. No resolution of a Tax Contest without the consent of the Equityholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) shall be dispositive of the right of a Buyer Indemnified Party to indemnification pursuant to Section 9.2 hereof.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (awhether against the Company, Survivor, the Purchaser or any other Person) Subject with respect to which any Indemnitor may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee, the Indemnitee receiving the claim shall give the Indemnitor reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such third party claim. The failure to give such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except and only to the provisions hereofextent that the Indemnitor forfeits rights or defenses by reason of such failure. Such notice by the Indemnitee shall describe the third party claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the Company on behalf estimated amount, if reasonably practicable, of the Indemnified Party Damages that has been or may be sustained by the Indemnitee. The Indemnitor shall have the rightright to participate in, or by providing giving written notice to the Indemnified PartyIndemnitee, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any third party claim at the Indemnitor’s expense and by the Indemnitor’s own counsel, and the Indemnitee shall cooperate in good faith in such Third-Party Claimdefense; provided, that if the Indemnified Party may Indemnitor is Seller, such Indemnitor shall not have the right to defend or direct the defense of any such third party claim that (i) is asserted directly by or on behalf of a Person that is a Company Customer, Company Reseller, or Company Vendor, or (ii) seeks an injunction or other equitable relief against the Indemnitee, or (iii) alleges the Company Software infringes the Intellection Property Rights of a third party. In the event that the Indemnitor assumes the defense of any third party claim, subject to Section 6.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or assume control make counterclaims pertaining to any such third party claim in the name and on behalf of the defense of, any Third-Party Claim against the CompanyIndemnitee. The Indemnified Party (unless itself controlling Indemnitee shall have the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, right to participate in the defense of any Third-Party Claim. third party claim with counsel selected by it subject to the Indemnitor’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnitee, provided, that if in the reasonable opinion of counsel to the Indemnitee, (bA) Any there are legal defenses available to an Indemnitee that are different from or additional to those available to the Indemnitor; or (B) there exists a conflict of interest between the Indemnitor and the Indemnitee that cannot be waived, the Indemnitor shall be liable for the reasonable fees and expenses of counsel to the Indemnitee in each jurisdiction for which the Indemnitee determines counsel is required. If the Indemnitor elects not to compromise or defend such third party controlling claim, fails to promptly notify the Indemnitee in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such third party claim, the Indemnitee may, subject to Section 6.5(b), pay, compromise, defend such third party claim and seek indemnification for any and all Damages based upon, arising from or relating to such third party claim. All Parties to this Agreement shall cooperate with each other in all reasonable respects in connection with the defense of any Thirdthird party claim, including making available (subject to the provisions of Section 7.4) records relating to such third party claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party Claim pursuant hereto shall: (i) conduct as may be reasonably necessary for the preparation of the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no third party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.claim;

Defense of Third Party Claims. (a) Subject to In the provisions hereofevent an Indemnified Party becomes aware of the commencement by a third-party of any action, suit or proceeding which such Indemnified Party reasonably believes may result in a Loss for which the Company on behalf of the Securityholders would become obligated to indemnify such Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), such Indemnified Party shall promptly deliver written notice to the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense Securityholder Representative of any such Third-Party Claim, . Any delay or failure in so notifying the Indemnified Party may defend, or assume control Securityholder Representative of the defense of, any such Third-Party Claim against shall not limit or relieve the Company. The Indemnified Party Company Securityholders of their obligations under this Article VII (unless itself controlling except to the Third-Party Claim in accordance with this Section 10.3(a)) may participateextent, through counsel of its own choice andif at all, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct that the defense of such Third-Party Claim is materially prejudiced by reason of such delay or failure). Within thirty (30) days after the Indemnified Party delivers written notice to the Securityholder Representative of such Third-Party Claim, the Securityholder Representative may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit or proceeding if (1) the Securityholder Representative provides written notice to such Indemnified Party that the Securityholder Representative intends to undertake such defense and that the Company Securityholders will indemnify the Indemnified Parties against all Losses resulting from or relating to such Third-Party Claim; (2) the Securityholder Representative provides Parent and such Indemnified Party with reasonable diligence evidence reasonably acceptable to Parent and keep such Indemnified Party that the other parties reasonably informed of material developments in Company Securityholders will have the financial resources to defend against the third-party claimant and fulfill their indemnification obligations hereunder; (3) the Third-Party Claim at involves only monetary damages that will be fully covered by the Indemnity Escrow Amount of the Escrow Fund (taking into account all stages thereofother pending claims against the Indemnity Escrow Amount of the Escrow Fund) and does not seek an injunction or other equitable relief; (ii4) as promptly as reasonably practicable, submit settlement of or an adverse judgment with respect to the other parties copies action, suit or proceeding is not, in the good faith judgment of all pleadingsParent, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewithlikely to establish a precedent adverse to the continuing business of Parent; (iii5) permit the other parties and their counsel to confer on the conduct Third-Party Claim does not involve any Intellectual Property or Intellectual Property Rights of the defense thereofParent or any of its Subsidiaries; and (iv6) permit the other parties defense of the action, suit or proceeding is conducted actively and their diligently by legal counsel an opportunity reasonably acceptable to review all legal papers to be submitted prior to their submissionParent and such Indemnified Party. If the Securityholder Representative does not assume control of such defense, the Indemnified Party may control such defense. The party not controlling such defense may participate therein at its own expense; provided, however, thatthat if the Securityholder Representative assumes control of such defense and the Indemnified Party reasonably concludes, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its based on advice of counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in that the reasonable discretion Securityholder Representative and the Indemnified Party have an actual conflict of the disclosing party) any attorney-client privilege available interest with respect to such informationaction, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Losses” that may be recovered by the Indemnified Party under this Article VII; provided, further, that in no event shall the Securityholder Representative or the Company Securityholders be responsible for the fees and expenses of more than one counsel per jurisdiction for all Indemnified Parties. The party controlling such defense shall keep the other party reasonably advised of the status of such action, suit or proceeding and the defense thereof and shall consider recommendations made by the other party with respect thereto. The Securityholder Representative shall not agree to any settlement of such action, suit or proceeding that does not include a complete release of all potential Indemnified Parties from all Liability with respect thereto or that imposes any Liability on any potential Indemnified Party without the prior written consent of such Indemnified Party. The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to any Third-Party Claim without the prior written consent of the Securityholder Representative, such consent not to be unreasonably withheld, conditioned or delayed.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Proceeding (whether against Parent or the Purchaser, against any other Indemnitee or against any other Person) with respect to which the Seller may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 9, Parent and the Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Seller to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySeller. If Parent or the Company does not Purchaser so elects to designate the Seller to assume the defense of any such Third-Party Claim, claim or Proceeding: (a) the Indemnified Party Seller shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to Parent and the Purchaser; (b) Parent and the Purchaser shall make available to the Seller any non- privileged documents and materials in the possession of Parent or the Purchaser that may defend, or assume control of be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Seller shall keep Parent and the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) Parent and the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Seller shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser, which shall not be unreasonably withheld or delayed; and (f) Parent and the Purchaser may at any time (notwithstanding the prior designation of the Seller to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If Parent and the Purchaser does not elect to designate the Seller to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the Seller to assume such defense, Parent or the Purchaser elects to assume such defense), Parent or the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If Parent or the Purchaser so proceeds with reasonable diligence the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by Parent or the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Seller; (ii) as promptly as reasonably practicable, submit the Seller shall make available to Parent or the Purchaser any documents and materials in the possession or control of the Seller that may be necessary to the other parties copies defense of all pleadings, responsive pleadings, motions and other similar legal documents and papers received such claim or filed in connection therewith; Proceeding; (iii) permit Parent and the other parties Purchaser shall keep the Seller informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit Parent and the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Seller; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Seller shall be required to disclose any information to the other party not unreasonably withhold or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which delay such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party The Purchaser shall have the right, by providing written notice to the Indemnified Party, to elect to defend determine and control conduct the defense or settlement of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), and the costs and expenses incurred by the Company Purchaser in connection with such defense or settlement (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a Claim made by any Indemnified Person hereunder. (b) The Seller Representative shall have the Company. If the Company does not assume the defense right to receive copies of any such Third-Party Claimall pleadings, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling notices and communications with respect to the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel to the extent that receipt of such documents by the Seller Representative does not affect any privilege relating to the Indemnified Person. At its own choice and, except as provided herein, at its own option and expense, in the Seller Representative shall be entitled to participate in, but not to determine or conduct, any defense of any the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim. (bc) Any party controlling the defense No settlement of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence any third party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter, except with the consent of the Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed and keep which shall be deemed to have been given unless the other parties reasonably informed Seller Representative shall have objected within 15 days after a written request for such consent by the Purchaser. In the event that the Seller Representative has consented to any such settlement, none of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit Seller or any Shareholder shall have any power or authority to object under any provision of this Article VIII to the other parties copies amount of all pleadingsany claim by or on behalf of any Indemnified Person, responsive pleadings, motions and other similar legal documents and papers received the Seller or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available Shareholder for indemnity with respect to such informationsettlement.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party The Purchaser shall have the right, by providing written notice to the Indemnified Party, to elect to defend determine and control conduct the defense or settlement of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), and the costs and expenses incurred by the Company Purchaser in connection with such defense or settlement (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a Claim made by any Indemnified Person hereunder. (b) The Sellers shall have the Company. If the Company does not assume the defense right to receive copies of any such Third-Party Claimall pleadings, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling notices and communications with respect to the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel to the extent that receipt of such documents by the Sellers does not affect any privilege relating to the Indemnified Person. At its own choice and, except as provided herein, at its own option and expense, in the AMI shall be entitled to participate in, but not to determine or conduct, any defense of any the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim. (bc) Any party controlling the defense No settlement of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence any third party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter, except with the consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed and keep which shall be deemed to have been given unless any Seller shall have objected within 15 days after a written request for such consent by the other parties reasonably informed Purchaser. In the event that the Sellers have consented to any such settlement, the Sellers shall not have any power or authority to object under any provision of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit this Article VIII to the other parties copies amount of all pleadings, responsive pleadings, motions and other similar legal documents and papers received any claim by or filed in connection therewith; (iii) permit on behalf of any Indemnified Person against the other parties and their counsel to confer on Escrow Cash or the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available Sellers for indemnity with respect to such informationsettlement.

Defense of Third Party Claims. (a) Subject With respect to the provisions hereofany claim by any Purchaser Indemnitee under Section 7.1, the Company relating to a third party claim or demand, Purchaser shall provide Avado, on behalf of all Sellers, with prompt written notice thereof in accordance with Section 9.4. The failure of any Purchaser Indemnitee to notify Avado of such claim shall not relieve Sellers of any liability that Sellers may have with respect to such claim, except and only to the Indemnified Party extent that such failure shall result in any material prejudice to Sellers. Sellers shall have the rightright to defend the third party claim, by providing written notice at Sellers' expense and with counsel of its choice reasonably satisfactory to the Indemnified PartyPurchaser Indemnitee, provided that Avado so notifies the Purchaser Indemnitee within thirty (30) days, or such earlier date as a response to elect to defend any proceeding may be required, after receipt of such notice, and control provided further that the indemnified and indemnifying parties do not have materially conflicting or different interests (a "Disqualifying Conflict"). So long as Sellers are conducting the defense of any litigation that is instituted or claim or demand that is asserted by any such third party claim as provided in respect the previous sentence, the Purchaser Indemnitee may retain separate co-counsel at its sole cost and expense and may participate in the defense of which indemnification may be sought under this Article X (such third party claim. In such cases where a “Third Party Claim”)Disqualifying Conflict exists, the costs and reasonable expenses incurred of the Purchaser Indemnitee's separate legal co-counsel (but not more than one firm plus one local counsel in each relevant jurisdiction) will be borne by Sellers. The Sellers will not consent to the entry of any judgment or enter into any settlement with respect to such third party claim unless such judgment or settlement contains an unconditional term providing for a release to be given by the Company claimant in connection with question or plaintiff to the Purchaser Indemnitee of and from all liability in respect of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by third party claim. In the Company. If event the Company does Sellers do not assume the defense of such third party claim as so provided, (x) the Purchaser Indemnitee shall defend against such third party claim and (y) Sellers will remain responsible for any Losses the Purchaser Indemnitee may suffer as a result of such Third-Party Claim, third party claim to the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim full extent provided in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in 7.2. If the Sellers assume the defense of any Third-Party Claim. (b) Any a third party controlling claim, the Purchaser Indemnitees shall cooperate in the settlement or compromise of, or defense against, such claim. Regardless of any Third-Party Claim pursuant hereto shall: (i) conduct which party shall assume the defense of such Third-Party Claim with third party claim, the Purchaser Indemnitee shall provide to Avado on request all information and documentation reasonably necessary to support and verify any Losses that give rise to any claim for indemnification and shall provide reasonable diligence access to all books, records and keep the other parties reasonably informed of material developments personnel in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received their possession or filed in connection therewith; (iii) permit the other parties and under their counsel to confer control that would have a bearing on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationclaim.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Action (whether against Buyer, any Subsidiary of Buyer (including A2iA and its Subsidiaries) or any other Person) with respect to which any of Buyer may be entitled to indemnification, compensation, reimbursement, payment or any other remedy pursuant to this ARTICLE VII, Buyer shall have within five (5) Business Days give the right, by providing Sellers’ Representative written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X Action (each, a “Third Party Claim”); provided, however, that (i) such notice should describe the factual basis of such claim in reasonable detail, indicate a good faith estimate of the amount of the Damage and the grounds on which the request for indemnification is made, in each case, to the extent known and (ii) any failure on the part of Buyer to so notify the Sellers’ Representative shall not limit any of Buyer’s rights to indemnification, compensation, reimbursement or payment under this ARTICLE VII except to the extent (and only to the extent) such failure prejudices the defense of such Third Party Claim. (b) Within ten (10) Business Days of delivery of such written notice, the costs and expenses incurred Sellers’ Representative may elect, by written notice delivered to Buyer, to take all necessary steps to diligently contest any Third Party Claim referenced in Section 7.4(a) with counsel of reputable standing. If the Company Sellers’ Representative elects to assume the defense of such Third Party Claim as provided herein, (i) it shall diligently conduct the defense; (ii) the election will conclusively establish that Buyer is entitled to relief under this Agreement for any Damages arising in connection with such Third Party Claim; and (iii) no compromise, settlement or consent to entry of any judgment of such Third Party Claim may be effected by the Sellers’ Representative without Buyer’s prior written consent which shall not be unreasonably withheld or delayed unless (A) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person, (B) Buyer shall receive a full and unconditional release from all liability with respect to such Third Party Claim and any other claims by the Person(s) bringing such Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by Sellers. The Sellers’ Representative -43- will lose any previously acquired right to control the defense of any Third Party Claim if, for any reason, the Sellers’ Representative ceases to diligently conduct the defense. (including attorneysc) If the Sellers’ feesRepresentative makes the foregoing election, other professionalsBuyer will have the right to participate in all negotiations and proceedings relating to such Third Party Claim with its own counsel at its own expense; provided that if the employment of such counsel has been authorized in writing by the Sellers’ and experts’ Representative, then the reasonable fees and court or arbitration costs) expenses of not more than one additional counsel for Buyer shall be paid by the Company. included as “Damages” with respect to this Agreement. (d) If the Company Sellers’ Representative does not assume the defense of any matter for which it is entitled to assume such Third-defense as provided above, or if the Sellers’ Representative elects to assume the defense but does not diligently conduct the defense, (i) Buyer shall have the full right to defend against any such Third Party Claim at Sellers’ expense, but shall only be entitled to settle or agree to pay in full such Third Party Claim with the written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld or delayed, and (ii) Sellers shall be bound by any determination resulting from such Third Party Claim and any compromise, settlement or judgment effected by Buyer. (e) Notwithstanding the foregoing, with respect to any Third Party Claim: (i) in which injunctive or equitable remedies have been sought in respect of any Indemnitee(s), A2iA or any of its Subsidiaries; (ii) the Indemnified outcome of any judgment or settlement of which could materially adversely affect the business of the Indemnitee(s), A2iA or any of its Subsidiaries; (iii) which relates to any Intellectual Property Rights or other Intellectual Property issues; or (iv) the indemnifiable Damages pursuant to such Third Party may defendClaim could reasonably be expected to exceed the then-remaining value of the Escrow Fund not subject to pending claims for indemnification, Buyer shall have the right, at its election and without compromising the rights of Buyer to indemnification, compensation, reimbursement or assume payment under this ARTICLE VII, to retain control of the defense of, any Third-of such Third Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-rather than cede control of such Third Party Claim to the Sellers’ Representative; provided that if the resolution of such Third Party Claim results in accordance with a right to indemnification, compensation, reimbursement or payment under this Section 10.3(a)ARTICLE VII in favor of any Indemnitee, Buyer shall not settle or compromise any such Third Party Claim without the written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (f) With respect to any Third Party Claim subject to this ARTICLE VII, the Sellers’ Representative and Buyer shall render such assistance to each other as they may participatereasonably require, through counsel of its own choice and, except as provided herein, at its own expense, shall cooperate in good faith in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-such Third Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and shall keep the each other parties reasonably informed of material developments in the Third-status of such Third Party Claim at all stages thereof; (ii) . The Sellers’ Representative and Buyer shall make available to each other all relevant records and take such other action and sign such documents as promptly as reasonably practicable, submit are necessary to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed defend such Third Party Claim in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationa timely manner.

Defense of Third Party Claims. (a) Subject PUB shall determine and conduct the defense or settlement of any Third-Party Claim, provided that the Shareholders’ Representative shall have a participation right to the provisions hereofextent set forth below, and the Company on behalf of costs and expenses incurred by PUB in connection with such defense or settlement (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Damages for which PUB may seek indemnification pursuant to a Claim made by any PUB Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend Person hereunder. (b) The Shareholders’ Representative may retain separate co-counsel and control participate in the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), Claim and the costs and expenses incurred by the Company Shareholders’ Representative in connection with such defense or settlement (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid borne by the Company. If the Company does not assume Shareholders’ Representative and subject to reimbursement pursuant to Section 9.9 below; provided, however, that at all times PUB shall retain control over the defense or settlements of any such Third-Party Claim, and PUB will not consent to the Indemnified Party may defend, entry of judgment or assume control of the defense of, enter into any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling settlement with respect to the Third-Party Claim in accordance without the prior written consent of the Shareholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Representative shall have objected within twenty (20) days after a written request for such consent by PUB. The Shareholders’ Representative shall have the right to receive copies of all pleadings, notices and communications with this Section 10.3(a)) may participaterespect to the Third-Party Claim and PUB agrees, through counsel of its own choice andto the extent reasonable and appropriate, except as provided herein, at its own expense, to consult with the Shareholders’ Representative to the extent that the Shareholders’ Representative participates in the defense of any Third-Party Claim. (bc) Any party controlling the defense No settlement of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct any third party claimant shall be determinative of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party existence of or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion amount of the disclosing party) any attorney-client privilege available with respect Damages relating to such informationmatter or the right to indemnification hereunder.

Defense of Third Party Claims. 7.3.1 In the event of the assertion or commencement by any Person of any claim or Proceeding (a) Subject to the provisions hereofwhether against Purchaser, the Company on behalf of or any other Person) with respect to which the Indemnified Party Company or Purchaser may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 7, except as provided in Section 7.3.3 below, the Indemnitee shall have designate, if such Indemnitee is Purchaser, the rightCompany (or its representative), by providing written notice to or, if such Indemnitee is the Indemnified Company, Purchaser (or its representative) (in either case, the “Designated Party”), to elect to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyDesignated Party. If the Company does not Designated Party agrees to assume the defense of any such Thirdclaim or Proceeding : (i) the Designated Party shall proceed to defend such claim or Proceeding in a reasonably diligent manner with counsel reasonably satisfactory to the Indemnitee; (ii) the Indemnitee shall make available to the Designated Party any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Indemnitee or its Affiliates that may be necessary to the defense of, any Third-of such claim or Proceeding; (iii) the Designated Party Claim against shall keep the Company. The Indemnified Party Indemnitee informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling iv) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Indemnitee shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding at its sole cost and expense; and (bv) Any party controlling the defense of any Third-Designated Party Claim pursuant hereto shall: (i) conduct shall not settle, adjust or compromise such claim or Proceeding without the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct prior written consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionIndemnitee; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Indemnitee shall be required to disclose any information to the other party or its counsel, accountants or representatives, not unreasonably withhold such consent if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion it satisfies each of the disclosing partyfollowing conditions: (i) any attorney-client privilege available provides for a full release of the Indemnitee and its Affiliates with respect to the subject matter of such informationClaim or Proceeding; (ii) the Indemnitee is not obligated to take any action or refrain from taking any action pursuant to the terms of such settlement, or (iii) if the Indemnitee is Purchaser, the settlement or compromise does not adversely effect Purchaser’s ongoing business or operations at the Leased Facilities, Purchaser’s rights under any Assumed Contract or Purchaser’s use of any Acquired Assets. 7.3.2 If the Designated Party does not agree to assume the defense of any such claim or Proceeding (or if, after initially designating the Designated Party to assume such defense, the Indemnitee elects to assume such defense pursuant to Section 7.3.3 below), the Indemnitee may proceed with the defense of such claim or Proceeding on its own. If the Indemnitee so proceeds with the defense of any such claim or Proceeding on its own: (i) Indemnitee shall defend the claim or proceeding in a reasonably diligent manner; (ii) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnitee) shall be borne and paid exclusively by the Indemnitor; (iii) the Indemnitor shall make available to the Indemnitee any documents and materials in the possession or control of the Indemnitor or its representatives that may be necessary to the defense of such claim or Proceeding; (iv) the Indemnitee shall keep the Indemnitor informed of all material developments and events relating to such claim or Proceeding; and (v) the Indemnitee shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Indemnitor; provided, however, that the Indemnitor shall not unreasonably withhold such consent if it satisfies each of the following conditions: (i) provides for a full release of the Indemnitor and its Affiliates with respect to the subject matter of such Claim or Proceeding ; (ii) the Indemnitor is not obligated to take any action or refrain from taking any action pursuant to the terms of such settlement; or (iii) if the Indemnitor is Purchaser, the settlement or compromise does not adversely effect Purchaser’s ongoing business or operations at the Leased Facility, Purchaser’s rights under any Assumed Contract or Purchaser’s use of any Acquired Assets. 7.3.3 Notwithstanding anything in this Agreement to the contrary, if Purchaser reasonably determines in good faith that it is likely that a claim or Proceeding may materially adversely affect its ongoing use of any Leased Facility or the Acquired Assets, Purchaser may, regardless of whether or not the Company had previously assumed the defense of the Proceedings pursuant to Section 7.3.1 above, at any time by notice to the Company assume the exclusive right to defend, compromise or settle such Proceeding at the Company’s sole cost and expense and without the consent of the Company.

Defense of Third Party Claims. (aA) Subject In the event that the Seller notifies the Purchaser during the Third Party Claim Review Period that it elects to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation the Third Party Claim, then until such time, if any, as it is determined or agreed that is instituted or claim or demand that is asserted by any third party the Seller has no liability to the Purchaser in respect of which indemnification may be sought under this Article X (a “such Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume Seller shall have the right (but not the obligation) to control of the defense of, any Third-of such Third Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) and may participate, through retain counsel of its own choice andto represent the Purchaser or the Company and shall pay the fees and disbursements of such counsel. To the extent requested by the Seller, except the Purchaser shall and shall cause the Company to take such actions, provide such information, document, data as provided hereinthe Seller shall consider reasonably necessary or appropriate under the circumstances and to cooperate with the Seller and its counsel in contesting any such Third Party Claim, and shall refrain from taking any action likely to jeopardize or interfere with the defense of such claim. The Purchaser or the Company may assist, at its own expense, in the defense against any Third Party Claim with counsel of any Third-Party Claimits choice. (bB) Any party controlling In the event that the Seller (x) does not elect to control the defense of any Third-a Third Party Claim, (y) fails to elect to control the defense of a Third Party Claim pursuant hereto shall: on a timely basis, or (iz) having elected to control the defense of a Third Party Claim on a timely basis, fails to assume control of any such defense with reasonable promptness after written demand to such effect by the Purchaser, the Purchaser shall conduct or shall procure that the Company conducts the defense of such Third-Third Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit subject to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and subsection (iv) permit the other parties below) in good faith and their counsel an opportunity using all reasonable means and defenses available to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything it or to the contrary in this Agreement, no party Company and shall be required have the right to disclose any information to retain counsel of its choice. The Purchaser or the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in Company shall keep the reasonable discretion Seller timely informed of the disclosing partydevelopment of the underlying claim. At any time during the defense of such Third Party Claim, the Seller shall have the right (x) any attorney-client privilege available with respect to retain counsel of its choice, at its expense, and (y) to make such informationrecommendation as it deems appropriate for the defense of said Third Party Claim.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Action (whether against the Surviving Corporation, Parent, any of the Parent Subsidiaries or any other Person) with respect to which any of the Indemnitees may be entitled to indemnification, compensation, reimbursement or payment pursuant to this Article VIII, an Indemnitee shall have promptly give the right, by providing Stockholders’ Representative written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X Action (each, a “Third Party Claim”)) which shall (i) state that such Indemnitee believes that that there is or has been an inaccuracy in or breach of a representation, warranty, covenant or obligation contained in this Agreement or that such Indemnitee is otherwise entitled to be held harmless, indemnified, compensated or reimbursed under this Article VIII, (ii) contain a description of the costs circumstances supporting such Indemnitee’s belief that there is or has been such an inaccuracy or breach or that such Indemnitee may otherwise be entitled to be held harmless, indemnified, compensated or reimbursed and expenses incurred by (iii) contain a good faith, non-binding, preliminary estimate of the Company aggregate dollar amount of actual and potential Damages that have arisen and may arise as a result of the inaccuracy, breach or other matter referred to in connection with such defense (including attorneysnotice; provided, however, that any failure on the part of an Indemnitee to so notify the Stockholders’ feesRepresentative shall not limit any of the Indemnitees’ rights to indemnification, other professionals’ compensation, reimbursement or payment under this Article VIII except as provided in Section 8.1(h) and experts’ fees and court or arbitration costs) shall be paid by except to the Company. If the Company does not assume extent such failure materially prejudices the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Third Party Claim. (b) Any party controlling Within ten (10) business days of such written notice, the Stockholders’ Representative may elect, by written notice delivered to Parent, to take all necessary steps to diligently contest any Third Party Claim referenced in Section 8.5(a). If the Stockholders’ Representative makes the foregoing election, Parent will have the right to participate at its own expense in all negotiations and proceedings relating to such Third Party Claim and the Stockholders’ Representative will provide Parent with reasonable access to all relevant information and documentation relating to the Third Party Claim and the prosecution or defense thereof. If the Stockholders’ Representative does not make such election within such period or fails to diligently contest such Third Party Claim after such election, Parent shall be free to handle the prosecution or defense of any Third-such Third Party Claim pursuant hereto shall: (i) conduct and will permit the Stockholders’ Representative, at the sole cost of the Stockholders’ Representative, to participate in such prosecution or defense and will provide the Stockholders’ Representative with reasonable access to all relevant information and documentation relating to the Third Party Claim and the prosecution or defense thereof. The party not in control of the prosecution or defense of such Third-a Third Party Claim will reasonably cooperate with reasonable diligence and keep the other parties reasonably informed of material developments party in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the prosecution or defense thereof; and (iv) permit of such Third Party Claim. The Stockholders’ Representative will not compromise or settle any Third Party Claim without the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionwritten consent of Parent unless such compromise or settlement is solely for monetary Damages. Parent may compromise or settle any Third Party Claim without the written consent of the Stockholders’ Representative; provided, however, thatthat if such a Third Party Claim is settled without the Stockholders’ Representative’s consent, notwithstanding anything (i) the amount of the Third Party Claim shall not be conclusive as to the contrary in this Agreement, no party shall be required to disclose any information to amount of Damages the other party or its counsel, accountants or representatives, if doing so Indemnitees would be reasonably expected entitled to violate any Law to which such person is subject be held harmless or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available indemnified from and against, compensated for, reimbursed for or have paid with respect to such informationThird Party Claim and (ii) the fact of such settlement shall not be conclusive as to whether or not the Indemnitee would be entitled to be held harmless or indemnified from and against, compensated for, reimbursed for or have paid any Damages with respect to such Third Party Claim. (c) Notwithstanding the foregoing, if a Third Party Claim relates to any Intellectual Property Rights or other Intellectual Property issues, Parent shall have the right, at its election and without compromising the rights of any Indemnitee to indemnification, compensation, reimbursement or payment under this Article VIII, to retain control of the defense of such Third Party Claim rather than cede control of such Third Party Claim to the Stockholders’ Representative, provided that if the resolution of such Third Party Claim is finally determined in accordance with this Agreement to have resulted in a right to indemnification, compensation, reimbursement or payment under this Article VIII (and, for the avoidance of doubt, subject to the limitations contained in this Article VIII) in favor of any Indemnitee with respect to such Third Party Claim, Parent may compromise or settle such Third Party Claim without the written consent of the Stockholders’ Representative; provided, however, that if such a Third Party Claim is settled without the Stockholders’ Representative’s consent, (i) the amount of the Third Party Claim shall not be conclusive as to the amount of Damages the Indemnitees would be entitled to be held harmless or indemnified from and against, compensated for, reimbursed for or have paid with respect to such Third Party Claim and (ii) the fact of such settlement shall not be conclusive as to whether or not the Indemnitee would be entitled to be held harmless or indemnified from and against, compensated for, reimbursed for or have paid any Damages with respect to such Third Party Claim.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified assertion or commencement by any Person who is not a Party shall have to this Agreement or an Affiliate of a Party to this Agreement (or a Representative of the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense foregoing) of any litigation that is instituted or claim or demand that is asserted by Action (whether against the Company, any third party in Company Subsidiary, Purchaser or any other Person) with respect of to which indemnification Sellers may be sought under become obligated to hold harmless, or indemnify any Indemnitee pursuant to this Article X Section 8 (a “Third Third-Party Claim”), Purchaser shall give the costs and expenses incurred Sellers’ Representative (if such Third-Party Claim would be with respect to a claim pursuant to Section 8.2(b)) or the applicable Seller (if such Third-Party Claim would be with respect to a claim pursuant to Section 8.2(a)) prompt notice thereof (the “Indemnification Notice”); provided, however, that any failure on the part of Purchaser to so notify the Sellers’ Representative or the applicable Seller shall not limit any of the obligations of the Sellers or the Sellers’ Representative under this Section 8 (except to the extent such Persons are materially prejudiced thereby). The Indemnification Notice by the Company Purchaser shall describe such Third-Party Claim in connection reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by the Indemnitees. The Sellers’ Representative or the applicable Seller with respect to which the Indemnification Notice is to be provided in accordance with this Section 8.5 shall be referred to as the “Responsible Indemnitor”. (b) Purchaser may (without prejudice to the right of the Sellers’ Representative to fully participate at its own expense through counsel of its own choosing) control the defense, settlement, adjustment or compromise of such defense Third-Party Claim by counsel or other representatives of its own choosing, if Purchaser gives written notice to the Responsible Indemnitor of its intention to do so no later than thirty (including attorneys’ fees30) days following its delivery of the Indemnification Notice; provided, other professionals’ and experts’ fees and court however, that any such Third-Party Claim that is settled, adjusted or arbitration costscompromised without the prior written consent of the Responsible Indemnitor (which may be withheld in the Responsible Indemnitor’s sole discretion) shall not be paid by determinative of the Company. existence or amount of Damages thereunder (it being understood that if the Responsible Indemnitor has provided its prior written consent to an applicable settlement, adjustment or compromise, neither the Sellers’ Representative nor any Seller shall have any power or authority to object under any provision of this Section 8 to the amount of such settlement, and the Indemnitees shall be entitled to recover the entire amount of such settlement and all other Damages relating to such Third-Party Claim from the Sellers in accordance with the terms and limitations set forth in this Agreement). (c) If the Company Purchaser does not so choose to assume control of the defense defense, settlement, adjustment or compromise of any such Third-Party ClaimClaim within the aforementioned thirty (30) day period, then the Indemnified Party may defend, or assume control of Responsible Indemnitor shall have the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided hereinright, at its own expenseelection, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct to proceed with the defense of such Third-Party Claim on its own with reasonable diligence and keep counsel reasonably satisfactory to Purchaser; provided, however, that the other parties reasonably informed Responsible Indemnitor shall not settle, adjust, compromise or consent to a judgment of material developments in the a Third-Party Claim at all stages without the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). (d) If the Responsible Indemnitor undertakes the defense, settlement, adjustment or compromise of any Third-Party Claim pursuant to Section 8.6(c): (i) The Indemnitee shall reasonably cooperate in the defense thereof, and Purchaser shall make available (and cause the Indemnitees, the Company and the Company Subsidiaries to make available) to the Responsible Indemnitor any documents or other materials in such applicable Person’s possession or control or in the control of such Person’s Representatives or Affiliates that may be reasonably necessary for or relevant to the defense of such Third-Party Claim to the extent that the disclosure or the availability of such documents or materials does not adversely affect any privilege relating to such Person; and (ii) as promptly as reasonably practicable, submit Purchaser shall have the right to the other parties receive copies of all pleadings, responsive pleadings, motions notices and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available communications with respect to such informationThird-Party Claim to the extent that receipt of such documents by Purchaser does not adversely affect any privilege relating to the Responsible Indemnitor or Sellers and the Responsible Indemnitor shall provide Purchaser the opportunity to consult with and participate in (at Purchaser’s own cost and expense), but not to determine or conduct, any defense, settlement, adjustment or compromise of such Third-Party Claim. (e) If Purchaser proceeds with the defense, settlement, adjustment or compromise of any Third-Party Claim: (i) the Responsible Indemnitor shall reasonably cooperate in the defense thereof and the Responsible Indemnitor shall make available (and cause the Sellers to make available, as applicable) to Purchaser any documents or other materials in such applicable Person’s possession or control or in the control of such Person’s Representatives or Affiliates that may be reasonably necessary for or relevant to the defense of such Third-Party Claim to the extent that the disclosure or the availability of such documents or materials does not adversely affect any privilege relating to such Person; and (ii) the Responsible Indemnitor shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents by the Responsible Indemnitor does not adversely affect any privilege relating to the Indemnitee or Purchaser and Purchaser shall provide the Responsible Indemnitor the opportunity to consult with and participate in (at the Responsible Indemnitor’s own cost and expense), but not to determine or conduct, any defense, settlement, adjustment or compromise of such Third-Party Claim.

Defense of Third Party Claims. (a) Subject The Indemnified Party shall determine and conduct the investigation, defense or settlement of any Third-Party Claim, unless both Purchaser and a Seller are named as a party to the provisions hereofsuch Third-Party Claim, the Company on behalf of in which case the Indemnified Party and Indemnitor Administrator shall have each conduct the rightinvestigation, by providing written notice to the Indemnified Party, to elect to defend and control the defense or settlement of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third such Third-Party Claim”), the Claim on its own behalf. The costs and expenses incurred or paid by the Company Indemnified Party in connection with such the investigation, defense or settlement (including reasonable attorneys’ fees, other professionals’ and experts’ fees fees, costs of investigation and court or arbitration costs) shall be paid by included in the Company. If the Company does not assume the defense of any such Third-Party Claim, Losses for which the Indemnified Party may defendseek indemnification pursuant to a Claim made by any Indemnified Party hereunder, or assume control regardless of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel resolution of its own choice and, except as provided herein, at its own expense, in the defense of any such Third-Party Claim. (b) Any party controlling The Indemnitor Administrator shall at all times have the defense right to receive copies of any all pleadings, notices and communications with respect to the Third-Party Claim pursuant hereto shall: (i) conduct to the extent that receipt of such documents by the Indemnitor Administrator does not affect any privilege relating to the Indemnified Party. The Indemnified Party shall provide the Indemnitor Administrator the opportunity to consult with and participate in, but not to determine or conduct, any defense of the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim, all at the sole expense of the Indemnitor Administrator. (c) No settlement of any such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Thirdany third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct party claimant shall be determinative of the defense thereof; amount of Losses relating to such matter, except with the consent of the Indemnitor Administrator, which consent shall not be unreasonably withheld, conditioned or delayed and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party which shall be required deemed to disclose any information to have been given unless the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which Indemnitor Administrator shall have objected within thirty (30) days after written request for such person is subject or could jeopardize (in consent by the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationIndemnified Party.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the right, assertion or commencement by providing written notice to the Indemnified Party, to elect to defend and control the defense any Person of any litigation that is instituted or claim or demand that is asserted by Proceeding (whether against the Surviving Corporation, against Parent or against any third party in other Person) with respect of to which indemnification any Indemnitee may be sought under entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Article X XII (a “Third Party Claim”), (a) Parent shall notify the costs Shareholders’ Representative, promptly after Parent receives notice of such Third Party Claim, of the nature of such Third Party Claim and expenses incurred the amount of damages claimed by the Company in connection with Person who asserted or commenced such defense Third Party Claim (including attorneysit being understood that any failure by Parent to so promptly notify the Shareholders’ feesRepresentative shall have no effect on an Indemnitee’s ability to recover Damages pursuant to this Article XII, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by except to the Company. If the Company does not assume extent that the defense of any such Third-Third Party Claim is materially prejudiced by such failure), and (b) the Indemnitee shall deliver to the Shareholders’ Representative, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to a Third Party Claim. The Shareholders’ Representative shall be entitled to assume and control the defense of such Third Party Claim, using funds from the Indemnified Party may defendEscrow Fund, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, and through counsel of its own choice and, except as provided herein, at (unless such claim is covered by insurance which mandates insurance company selection of such counsel) if it gives written notice of its own expense, intention to do so to the Indemnitee within thirty (30) days of the receipt of such notice from the Indemnitee in which case the defense Indemnitee shall not be entitled to recover from the Escrow Fund any fees of counsel or any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct other expenses with respect to the defense of such Third-Third Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionClaim; provided, however, thatthat if the Indemnitee reasonably determines based upon written advice of counsel that a conflict of interest exists that would make it inappropriate for the same counsel to represent both the Indemnitee and the Shareholders’ Representative, notwithstanding anything then the Indemnitee shall be entitled to retain its own counsel at the expense of the Escrow Fund; provided, further, that the Indemnitee shall not in such event be entitled to obtain from the Escrow Fund fees and expenses of more than one firm of separate counsel in connection with any Third Party Claim in the same jurisdiction, in addition to any local counsel. In the event that the Shareholders’ Representative exercises the right to undertake any such defense against such Third Party Claim as provided above, the Indemnitee shall cooperate with the Indemnifying Party in such defense and make available to the contrary Shareholders’ Representative, out of funds from the Escrow Fund, the Shareholders’ Representative’s expense, all witnesses, pertinent records, materials and information in this Agreementthe Indemnitee’s possession or under the Indemnitee’s control relating thereto as is reasonably required by the Shareholders’ Representative. Similarly, no party in the event the Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, the Shareholders’ Representative shall be required to disclose any information cooperate with the Indemnitee in such defense and make available to the Indemnitee, out of funds from the Escrow Fund all expenses, all such witnesses, records, materials and information in the Shareholders’ Representative’s possession or under the Shareholders’ Representative’s control relating thereto as is reasonably required by the Indemnitee. No compromise or settlement of such Third Party Claim may be effected by either the Indemnitee or the Shareholders’ Representative without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party or its counsel, accountants or representatives, if doing so would be reasonably expected and (ii) each Indemnitee that is party to violate any Law to which such person claim is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available released from liability with respect to such informationclaim. A claim for indemnification for any matter not including a Third Party Claim shall be asserted by written notice to the party from whom indemnification is sought.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Legal Proceeding (whether against any of the Acquired Companies, against Purchaser or against any other Person) with respect to which any Indemnitor may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 6, Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), Legal Proceeding on its own with counsel reasonably satisfactory to the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyShareholders' Agent. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party Claimclaim or Legal Proceeding: subject to the other provisions of Section 6, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct all reasonable expenses relating to the defense of such Third-Party Claim with reasonable diligence claim or Legal Proceeding shall be borne and keep paid exclusively by the other parties reasonably informed of material developments Indemnitors; each Indemnitor shall make available to Purchaser any documents and materials in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit his possession or control that may be necessary to the other parties copies defense of all pleadings, responsive pleadings, motions and other similar legal documents and papers received such claim or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereofLegal Proceeding; and (iv) permit Purchaser shall have the other parties and their counsel an opportunity right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Legal Proceeding; provided, however, thatthat if Purchaser settles, notwithstanding anything adjusts or compromises any such claim or Legal Proceeding without the consent of the Shareholders' Agent, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnitee in connection with such claim or Legal Proceeding (it being understood that if Purchaser requests that the Shareholders' Agent consent to a settlement, adjustment or compromise, the Shareholders' Agent shall not unreasonably withhold or delay such consent). Purchaser shall give the Shareholders' Agent prompt notice of the commencement of any such Legal Proceeding against Purchaser or any of the Acquired Companies; provided, however, that any failure on the part of Purchaser to so notify the Shareholders' Agent shall not limit any of the obligations of the Indemnitors under Section 6 (except to the contrary in this Agreementextent such failure materially prejudices the defense of such Legal Proceeding). If Purchaser does not elect to proceed with the defense of any such claim or Legal Proceeding, no party shall the Shareholders' Agent may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to Purchaser; provided, however, that the Shareholders' Agent may not settle, adjust or compromise any such claim or Legal Proceeding without the prior written consent of Purchaser (which consent may not be required to disclose any information to the other party unreasonably withheld or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationdelayed).

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to Acquirer will defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), and the costs and expenses incurred by the Company Acquirer in connection with such defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) will be included in the Damages for which Acquirer may seek indemnification pursuant to a Claim made by any Indemnified Person hereunder. Notwithstanding the foregoing, (i) the Representative may participate in any proceeding with counsel of its choice and at its expense, pursuant to the terms of this Agreement and the Escrow Agreement and (ii) if Acquirer fails to defend against, negotiate, settle or otherwise deal with such Third Party Claim as provided in this Section 10.6(a), then the Indemnifying Party shall be paid have the right to defend against, negotiate, settle or otherwise deal with the Third Party Claim in good faith and otherwise in such manner as the Representative deems appropriate. (b) The Representative will have the right to receive copies of all pleadings, notices and communications with respect to any Third-Party Claim to the extent that receipt of such documents by the Company. If the Company Representative does not assume affect any privilege relating to the defense of any Indemnified Person and may participate at its own expense in settlement negotiations with respect to such Third-Party Claim, the . No Indemnified Party may defend, or assume control Person will enter into any settlement of the defense of, any a Third-Party Claim against without the Company. The Indemnified Party Representative’s prior written consent (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(awhich consent will not be unreasonably withheld or delayed)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, thatthat if (and only if) the Representative has consented in writing to any such settlement, notwithstanding anything then the Representative will be deemed to have accepted the contrary related Claim by any Indemnified Person for indemnification pursuant to Section 10.2 for the amount of such settlement. If the Representative has not consented in this Agreementwriting to any such settlement, no party then the Representative shall not be required to disclose precluded from disputing the amount of any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion Claim of the disclosing party) any attorney-client privilege available with respect to such informationan Indemnified Party resulting from a Third Party Claim.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party OmniVision shall have the right, by providing written notice to the Indemnified Party, to elect to defend determine and control conduct the defense or settlement of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), and the costs and expenses incurred by the Company OmniVision in connection with such defense or settlement (including reasonable attorneys’ ' fees, other professionals’ ' and experts’ ' fees and court or arbitration costs) shall be paid included in the Damages for which OmniVision may seek indemnification pursuant to a Claim made by any OmniVision Indemnified Person hereunder to the Company. If extent provided in this Article 12. (b) The Representative shall have the Company does not assume the defense right to receive copies of any such Third-Party Claimall pleadings, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling notices and communications with respect to the Third-Party Claim in accordance with this Section 10.3(a)) to the extent that receipt of such documents by the Representative does not affect any privilege relating to the OmniVision Indemnified Person and may participateat the sole expense of the Effective Time Securityholders participate in, through counsel of its own choice andbut not determine or conduct, except as provided herein, at its own expense, in the any defense of any the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim. (bc) Any party controlling the defense No settlement of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence any third party claimant shall be determinative of the existence of or amount of Damages relating to such matter, except with the written consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed and keep which shall be deemed to have been given unless the other parties reasonably informed of material developments Representative shall have objected within 15 calendar days after a written request for such consent by OmniVision. In the event that the Representative has consented in writing to any such settlement, neither the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit Representative nor any Effective Time Securityholder shall have any power or authority to object under any provision hereof to the other parties copies amount of all pleadingsany Claim by or on behalf of any OmniVision Indemnified Person against the Contingent Shares or earned but unpaid Contingent Consideration Payment, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available Effective Time Securityholders for indemnity with respect to such informationsettlement.

Defense of Third Party Claims. (a) Subject Purchaser shall give written notice as promptly as is reasonably practicable to the provisions hereof, the Company on behalf Sellers of the Indemnified Party assertion of any third-party claim of which indemnity is claimed by the Purchaser under this Article 9, but delay in giving such notice shall not relieve Sellers of their obligations in this Article 9, except to the extent such delay shall have adversely prejudiced the Sellers. The Sellers shall have the rightright to control the handling and defense, at their expense, and with counsel and representatives selected by providing written notice them that are reasonably acceptable to the Indemnified PartyPurchaser, to elect to defend and control the defense of any litigation that is instituted or third-party claim or demand that is asserted by any third party in respect of for which indemnification they may be sought under this Article X (a “Third Party Claim”)liable for indemnification, and the Sellers shall have the right to compromise or settle said third-party claim being handled by them as they deem advisable with the prior consent of the Purchaser, which consent shall not be unreasonably withheld. The Purchaser shall have the right to participate in, but not to control, the costs handling and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Thirdthird-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided hereinparty claim, at its own expense, and with counsel and representatives selected by it. If the remedy sought in any such third-party claim for which the Sellers may be liable for indemnification shall be for other than a sum certain, payable in cash, or, in the defense reasonable judgment of the Purchaser, would have a material adverse affect upon the business of the Company, either Subsidiary or Purchaser, the Purchaser may at any Thirdtime elect to conduct and control such third-Party Claim. (b) Any party controlling claim with counsel and representatives selected by it, and in such case the defense fees and expenses of any Third-Party Claim pursuant hereto shall: (i) conduct such counsel and representatives shall be borne by the Sellers. The Sellers shall cooperate fully therein at its own expense and the Sellers shall have the right to participate in, but not control, the handling and defense of such Thirdthird-Party Claim party claim, at their own expense and with reasonable diligence counsel and keep representatives selected by them. The Purchaser shall have the other parties right to compromise or settle any such third-party claim so being handled by it, as it reasonably informed deems advisable. If any proposed compromise or settlement involves solely money damages for a sum certain, payable in cash, and such settlement is objected to by the Purchaser, the Sellers shall not consummate said settlement; provided that the Sellers shall be fully relieved of material developments and released from all liability for indemnification or otherwise with respect thereto by tendering to the Purchaser the amount of such proposed settlement, and the Purchaser shall assume all responsibility for said third-party claim. Notwithstanding anything set forth herein to the contrary, the Purchaser, the Company or any Subsidiary 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 execution thereof has been stayed, nor shall the Purchaser, the Company or either Subsidiary be required to refrain from paying any claim where delay in paying such claim would result in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableforeclosure of any lien upon any of Purchaser's, submit to the other parties copies of all pleadingsCompany's or either Subsidiary's assets or where any delay in payment would cause the Purchaser, responsive pleadings, motions and other similar legal documents and papers received the Company or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissioneither Subsidiary a material economic hardship; provided, however, thatthat such action by the Purchaser, notwithstanding anything the Company or either Subsidiary shall not in any way be determinative or presumptive as to the contrary in this Agreement, no party shall be required to disclose any information to the other party existence or its counsel, accountants or representativesextent, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion any, of the disclosing party) any attorney-client privilege available with respect Sellers' liability to indemnify such informationclaim hereunder.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any Proceeding (a) Subject to whether against any of the provisions hereofCompanies, the Company on behalf of the Purchaser or any other Person) with respect to which any Selling Shareholder may become obligated to hold harmless, indemnify, compensate or reimburse any Purchaser Indemnified Party pursuant to this Article X, then Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyProceeding on its own. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party ClaimProceeding: (a) each Selling Shareholder shall make available to Purchaser any documents, the Indemnified Party materials and other information in his possession or control that may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in be necessary to the defense of any Third-Party Claim.such claim or Proceeding; and (b) Any party controlling Purchaser shall have the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of right to settle, adjust or compromise such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionProceeding; provided, however, thatthat if Purchaser settles, notwithstanding anything to adjusts or compromises any such Proceeding without the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion consent of the disclosing party) respective Shareholders Representative or specific Selling Shareholder, as applicable, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Losses incurred by the Purchaser Indemnified Party in connection with such Proceeding (it being understood that if Purchaser requests that such Shareholders Representative or Selling Shareholder consent to a settlement, adjustment or compromise, such consent shall not be unreasonably withheld, delayed or conditioned; provided that withholding, delaying or conditioning such consent will not be deemed to be unreasonable if such settlement, adjustment or compromise does not provide full release of the claims raised against the respective Selling Shareholders in such Proceeding). Purchaser shall give the respective Shareholders Representative or such specific Selling Shareholder, as applicable, prompt notice of the commencement of any such Proceeding against Purchaser or any of the Companies and provide information reasonably requested by such Shareholders Representative or Selling Shareholder, as applicable, and not subject to attorney-client privilege available with respect of Purchaser or the Purchaser Indemnified Parties relating to such information.claim; provided, however, that any failure on the part of Purchaser to so notify such Shareholders Representative or Selling Shareholder, as applicable, and provide such information shall not limit any of the obligations of the respective Selling Shareholder(s) under Article X (except to the extent such failure materially prejudices the defense of such Proceeding). If Purchaser does not elect to proceed with the defense of any such claim or Proceeding, the respective Shareholders Representative or Selling Shareholder, as applicable, may proceed with the defense of such claim or Proceeding with counsel reasonably satisfactory to Purchaser; provided, however, that such Shareholders Representative or Selling Shareholder, as applicable, may not settle, adjust or compromise any such claim or Proceeding without the prior written consent of Purchaser (which consent may not be unreasonably withheld, delayed or conditioned, provided that withholding, delaying or conditioning such consent will not be deemed to be unreasonable if such settlement, adjustment or compromise does not provide full release of the claims raised against the Purchaser or the respective Company in such Proceeding). Execution Copy

Defense of Third Party Claims. (a) Subject If any claim set forth in the Notice of Claim given by an Indemnitee pursuant to the provisions hereofSection 8.5 hereof is a claim asserted by a third party, the Company Indemnitor shall have thirty (30) days after the date that the Notice of Claim is given by the Indemnitee to notify the Indemnitee in writing of the Indemnitor's election to defend such third party claim on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyIndemnitee. If the Company does not assume the defense of any Indemnitor elects to defend such Third-Party Claimthird party claim, the Indemnified Party may defendIndemnitee shall make available to the Indemnitor and its agents and representatives all witnesses, pertinent records, materials and information in the Indemnitee's possession or assume under the Indemnitee's control of as is reasonably required by the defense of, any Third-Party Claim against Indemnitor and shall otherwise cooperate with and assist the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Indemnitor in the defense of any Third-Party Claim. (b) Any such third party controlling claim, and so long as the defense of any Third-Party Claim pursuant hereto shall: (i) conduct Indemnitor is defending such third party claim in good faith, the Indemnitee shall not pay, settle or compromise such third party claim. If the Indemnitor elects to defend such third party claim, the Indemnitee shall have the right to participate in the defense of such Third-Party Claim with reasonable diligence and keep third party claim, at the other parties reasonably informed of material developments in Indemnitee's own expense. In the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; providedevent, however, that, notwithstanding anything that the Indemnitee reasonably determines that representation by counsel to the contrary Indemnitor of both the Indemnitor and the Indemnitee may present such counsel with a conflict of interest, then such Indemnitee may employ separate counsel to represent or defend it in this Agreement, no party shall be required to disclose any information to the other party such action or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.proceeding and the

Defense of Third Party Claims. (a) Subject Upon receipt of a Claim Notice from Purchaser with respect to the provisions hereofany claim for indemnification which is based upon a Claim, the Company on behalf of the Indemnified Party shall have the rightSellers may, by providing written notice to the Indemnified PartyPurchaser within 30 days, to elect to defend and control compromise or settle the defense Claim or, if the Claim is made as a consequence of any litigation that is instituted or claim or demand that is asserted action, suit, proceeding, claim, etc., by any a third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”)person, the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not Sellers may elect to assume the defense of any such Third-Party Claimthe Claim at their own expense, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice andchoosing reasonably satisfactory to Purchaser. In the event the Sellers assumes the defense, except as provided hereinPurchaser shall cooperate, at its own expensethe expense of the Sellers, in the defense of the Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. In any Third-Party Claim. event, Purchaser shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of Purchaser unless either (bi) Any party controlling the Sellers shall not have assumed the defense of any Third-Party the Claim pursuant hereto shall: (i) conduct as provided above, in which event such fees and expenses shall be borne by the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Sellers, or (ii) the Sellers are defending, in good faith, any such Claim, but representation of Purchaser by counsel retained by such Sellers would be inappropriate by reason of defenses being available to Purchaser which are not available to such Sellers, in which case Purchaser may be represented by its own counsel at the expense of Sellers. If the Sellers fail to notify Purchaser of its election to compromise or defend the Claim as promptly as reasonably practicable, submit herein provided or contests its obligation to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in indemnity under this Agreement, no party shall be required to disclose Purchaser may pay, compromise or defend such Claim. Notwithstanding the foregoing, neither the Sellers nor Purchaser may settle or compromise any information to Claim without the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion written consent of the disclosing party) any attorney-client privilege available with respect other, provided however, that consent to such informationsettlement or compromise shall not be unreasonably withheld.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Proceeding (whether against Parent or the Purchaser, against any other Indemnitee or against any other Person) with respect to which the Seller may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 0, Parent and the Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Seller to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySeller. If Parent or the Company does not Purchaser so elects to designate the Seller to assume the defense of any such Thirdclaim or Proceeding: (a) the Seller shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to Parent and the Purchaser; (b) Parent and the Purchaser shall make available to the Seller any non-Party Claim, privileged documents and materials in the Indemnified Party possession of Parent or the Purchaser that may defend, or assume control of be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Seller shall keep Parent and the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) Parent and the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the defense Seller shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser, which shall not be unreasonably withheld or delayed; and (f) Parent and the Purchaser may at any Third-Party Claim pursuant hereto shall: time (i) conduct notwithstanding the prior designation of the Seller to assume the defense of such Third-Party Claim with reasonable diligence claim or Proceeding) assume the defense of such claim or Proceeding. (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by Parent or the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Seller; (ii) as promptly as reasonably practicable, submit the Seller shall make available to Parent or the Purchaser any documents and materials in the possession or control of the Seller that may be necessary to the other parties copies defense of all pleadings, responsive pleadings, motions and other similar legal documents and papers received such claim or filed in connection therewith; Proceeding; (iii) permit Parent and the other parties Purchaser shall keep the Seller informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit Parent and the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Seller; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Seller shall be required to disclose any information to the other party not unreasonably withhold or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which delay such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to Acquirer will defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), and the costs and expenses incurred by the Company Acquirer in connection with such defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) will be included in the Damages for which Acquirer may seek indemnification pursuant to a Claim made by any Indemnified Person hereunder. Notwithstanding the foregoing, (i) the Representatives may participate in any proceeding with counsel of its choice and at its expense and (ii) if Acquirer fails to defend against, negotiate, settle or otherwise deal with such Third Party Claim as provided in this Section 10.6(a), then the Indemnifying Party shall be paid have the right to defend against, negotiate, settle or otherwise deal with the Third Party Claim in good faith and otherwise in such manner as the Representatives deems appropriate. (b) The Representatives will have the right to receive copies of all pleadings, notices and communications with respect to any Third-Party Claim to the extent that receipt of such documents by the Company. If the Company Representatives does not assume affect any privilege relating to the defense of any Indemnified Person and may participate at its own expense in settlement negotiations with respect to such Third-Party Claim, the . No Indemnified Party may defend, or assume control Person will enter into any settlement of the defense of, any a Third-Party Claim against without the Company. The Representative’s prior written consent (which consent will not be unreasonably withheld or delayed); provided, however, that if (and only if) the Representatives has consented in writing to any such settlement, then the Representatives will be deemed to have accepted the related Claim by any Indemnified Party (unless itself controlling Person for indemnification pursuant to Section 10.2 for the amount of such settlement, and the Company Stockholders will remain responsible to indemnify the Indemnified Persons for all Damages they may incur arising out of, resulting from or caused by the Third-Party Claim to the fullest extent provided in accordance with this Section 10.3(a)) may participateArticle 10. If the Representatives have not consented in writing to any such settlement, through counsel of its own choice and, except as provided herein, at its own expense, in then the defense Representatives shall not be precluded from disputing the amount of any Third-Claim of an Indemnified Party resulting from a Third Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against SFG, against any other Indemnitee or against any other Person) Subject with respect to which any of the Selling Securityholders (an "INDEMNIFIER") may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Article 11 (but subject to the provisions hereoflimitations set out in Section 11.3) (a "THIRD PARTY CLAIM"), such Indemnitee shall give the Company on behalf Agent reasonably prompt written notice of the Indemnified such Third Party Claim. The Agent shall have the rightright to participate in or, by providing written giving notice to that effect to the Indemnified PartyIndemnitee Party not later than 30 days after receipt of notice of such Third Party Claim and subject to the rights of any insurer, to elect to defend and control assume the defense defence of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs Claim at Indemnifier's own expense and expenses incurred by the Company Agent's own counsel, and the Indemnitee shall have the right to participate in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court the defence of any Third Party Claim assisted by counsel of its own choosing. The Indemnitee shall not settle or arbitration costs) shall be paid by compromise any Third Party Claim without the Companyprior written consent of the Agent. If the Company does not Agent so elects to assume the defense of any such Thirdclaim or Proceeding: (a) the Agent shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchaser; (b) the Purchaser shall make available to the Agent any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Purchaser that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Agent shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Agent shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser; and (f) the Purchaser may at any time assume the defense of such claim or Proceeding. If the Agent does not elect to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after the Agent assumes such defense, the Purchaser elects to assume such defense), the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser so proceeds with reasonable diligence the defense of any such claim or Proceeding on its own: (i) the Selling Securityholders shall make available to the Purchaser any documents and keep the other parties reasonably informed of material developments materials in the Third-Party Claim at all stages thereof; possession or control of any of the Selling Securityholders that may be necessary to the defense of such claim or Proceeding; (ii) as promptly as reasonably practicable, submit to the other parties copies Purchaser shall keep the Agent informed of all pleadings, responsive pleadings, motions material developments and other similar legal documents and papers received events relating to such claim or filed in connection therewithProceeding; and (iii) permit the other parties and their counsel Purchaser shall have the right to confer on settle, adjust or compromise such claim or Proceeding with the conduct consent of the defense thereofAgent; and (iv) permit PROVIDED, HOWEVER, that the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party Agent shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.consent

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against the Company, against any other Indemnitee or against any other Person) Subject with respect to which the provisions hereofVendors may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 8, the Company on behalf of the Indemnified Party Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Vendors to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyVendors. If the Company does not Purchaser so elects to designate the Vendors to assume the defense of any such Thirdclaim or Proceeding: 44 49 (a) the Vendors shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchaser; (b) the Purchaser shall make available to the Vendors any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Purchaser that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Vendors shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Vendors shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser provided, however, that the Purchaser shall not unreasonable withhold such consent; and (f) the Purchaser may at any time (notwithstanding the prior designation of the Vendors to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If the Purchaser does not elect to designate the Vendors to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the Vendors to assume such defense, the Purchaser elects to assume such defense), the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser so proceeds with reasonable diligence the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Vendors; (ii) as promptly as reasonably practicable, submit the Vendors shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchaser any documents and papers received materials in the possession or filed in connection therewith; control of any of the Vendors that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser shall keep the Vendors informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Vendors; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Vendors shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.consent. 45 50

Defense of Third Party Claims. (a) Subject In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Company, against Purchaser or against any other Person) with respect to which any Selling Stockholder may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 10, Purchaser shall give the Stockholders' Representative prompt notice of the commencement of any such Legal Proceedings (provided, however, that any failure on the part of the Purchaser to so notify the Stockholders' Representative shall not limit any of the obligations of the Selling Stockholders under Section 10 (except to the provisions hereof, extent such failure materially prejudice the Company on behalf defense of the Indemnified Party such Legal Proceedings). (b) The Stockholders' Representative shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand Legal Proceeding on its own with counsel reasonably satisfactory to Purchaser by delivering a written notice within three days after receiving notification of the commencement of any such claim or Legal Proceeding, setting forth: (1) such election, and (2) confirming on behalf of each of the Selling Stockholders that is asserted by the Selling Stockholders shall jointly and severally bear all responsibility and pay for all costs, expenses and damages associated with such Legal Proceedings (including any third party in respect judgment entered into against Purchaser or any of which indemnification may be sought its affiliates) regardless of whether the Selling Stockholders otherwise have an obligation under this Article X Agreement to indemnify the Indemnitees with respect to such Legal Proceedings, provided, however, that the Stockholders' Representative shall not have the right to proceed with the defense of such claim or Legal Proceedings to the extent that such claim or Legal Proceedings: (a “Third Party Claim”)i) seeks, the costs and expenses in addition to or in lieu of monetary damages, any injunctive or other equitable relief; (ii) may result in Damages incurred by the Company Indemnitees with respect to which an Indemnitee will not be entitled to indemnification in full by the Selling Stockholders pursuant to Section 10 (including as a result of the fact that the amount remaining in the Escrow Fund at such time (that is not subject to outstanding indemnification claims that were not resolved prior to such date) is not sufficient to cover the Damages that may be incurred by the Indemnitees in connection with such claim or Legal Proceedings); or (iii) relates or arises in connection with Company IP. (c) If the Stockholders' Representative so proceeds with the defense of such claim or Legal Proceedings in accordance with Section 10.4(b), then: (including attorneys’ feesi) it will be deemed conclusively established for purposes of this Agreement that all claims made in such claim or Legal Proceeding are within the scope of and are subject to the indemnification provisions set forth in Section 10, other professionals’ and experts’ fees and court or arbitration costs) neither the Selling Stockholders, nor the Stockholders' Representative on behalf of the Selling Stockholders, shall be permitted to contest the applicability of Section 10 to such claim or Legal Proceeding or to contest the Selling Stockholders' obligation to provide indemnification with respect thereto in full; (ii) the Stockholders' Representative shall keep Purchaser informed of all material developments relating to such claim or Legal Proceeding; (iii) each of the Indemnitees shall be entitled to participate (at their own expense) in the defense of such claim or Legal Proceeding; and (iv) the Stockholders' Representative shall not be permitted to effect any settlement, adjustment or compromise of such Legal Proceeding or any of the claims made in connection therewith without the prior written consent of Purchaser unless: (A) such settlement, adjustment or compromise involves no finding or admission of any breach by any Indemnitee of any obligation to any other Person or any violation by any Indemnitee of any Legal Requirement; (B) such settlement, adjustment or compromise has no effect on any other claim that may be made against any Indemnitee; and (C) the sole relief provided in connection with such settlement, adjustment or compromise is monetary damages that are paid in full by the Company. Selling Stockholders or any other relief that is enforceable only against the Selling Stockholders. (d) If the Company Stockholders' Representative does not elect (within the three-day time period specified in Section 10.4(b)) to assume the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim a Legal Proceeding in accordance with this Section 10.3(a)10.4(b) may participate, through counsel of its own choice and, except as provided or is not permitted to do so pursuant to the terms herein, at its own expense, in the defense of any Third-Party Claim.then: (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct subject to the other provisions of Section 10, all reasonable expenses relating to the defense of such Third-Party Claim with reasonable diligence claim or Legal Proceeding shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Selling Stockholders; (ii) as promptly as reasonably practicable, submit Purchaser shall use commercially reasonable efforts to keep the other parties copies Stockholders Representative informed of all pleadings, responsive pleadings, motions and other similar legal documents and papers received material developments relating to such claim or filed in connection therewith; Legal Proceeding; (iii) permit the other parties each Selling Stockholder shall make available to Purchaser any documents and their counsel materials in his possession or control that may be necessary to confer on the conduct of the defense thereofof such claim or Legal Proceeding; and and (iv) permit Purchaser shall have the other parties and their counsel an opportunity right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Legal Proceeding; provided, however, thatthat if Purchaser settles, notwithstanding anything to adjusts or compromises any such claim or Legal Proceeding without the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion consent of the disclosing party) any attorney-client privilege available Stockholders' Representative, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnitee in connection with respect such claim or Legal Proceeding (it being understood that if Purchaser requests that the Stockholders' Representative consent to a settlement, adjustment or compromise, the Stockholders' Representative shall not unreasonably withhold or delay such informationconsent).

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the right, assertion or commencement by providing written notice to the Indemnified Party, to elect to defend and control the defense any Person of any litigation that is instituted or claim or demand that is asserted by Legal Proceeding (whether against the Surviving Corporation, against Parent or against any third party in other Person) with respect of to which indemnification any Indemnitee may be sought under entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Article X Section 9 (a “Third Party Claim”), (a) Parent shall notify the costs Shareholders’ Representative, promptly after Parent receives notice of such Third Party Claim, of the nature of such Third Party Claim and expenses incurred the amount of damages claimed by the Company in connection Person who asserted or commenced such Third Party Claim (it being understood that any failure by Parent to so promptly notify the Shareholders’ Representative shall have no effect on an Indemnitee’s ability to recover Damages pursuant to this Section 9, except to the extent that the defense of such Third Party Claim is materially prejudiced by such failure), and (b) Parent shall have the right, at its election, to proceed with the defense of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyThird Party Claim on its own. If the Company does not assume Parent so proceeds with the defense of any such Third-Third Party Claim: (i) all reasonable expenses relating to the defense of such Third Party Claim shall be paid from the Indemnity Escrow Fund (with Parent and the Shareholders’ Representative being required to jointly execute and deliver to the Escrow Agent such written instructions as Parent may determine in good faith to be appropriate in order to ensure the timely payment of such expenses from the Indemnity Escrow Fund); (ii) the Shareholders’ Representative shall use commercially reasonable efforts to make available to Parent any documents and materials that may be necessary to the defense of such Third Party Claim; and (iii) Parent shall not settle, adjust or compromise such Third Party Claim without the prior written consent of the Shareholders’ Representative (which consent shall not be unreasonably withheld or delayed). If Parent does not elect to proceed with the defense of any such Third Party Claim, the Indemnified Party may defend, or assume control Shareholders’ Representative shall (at the sole expense of the defense ofNon-Dissenting Shareholders, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct all expenses relating to the defense of such Third-Third Party Claim to be paid from the Expense Escrow Fund) proceed with the defense of such Third Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit counsel satisfactory to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionParent; provided, however, thatthat the Shareholders’ Representative may not settle, notwithstanding anything to adjust or compromise any such Third Party Claim without the contrary in this Agreement, no party prior written consent of Parent (which consent shall not be required to disclose any information to the other party unreasonably withheld or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationdelayed).

Defense of Third Party Claims. (ai) Subject to the provisions hereof, the Company on behalf of the Indemnified Party Seller shall have the right, by providing written notice opportunity at any time (provided Seller shall have acknowledged in writing that Seller is obligated under the terms of this Agreement to the Indemnified Party, indemnify Buyer) to elect to defend and assume complete control of the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “the Third Party Claim”)Claim at Seller's sole expense. In such case, the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Seller shall be paid by the Company. If the Company does not assume control all aspects of the defense of any such Third-Third Party Claim. The Seller shall, the Indemnified Party may defendhowever, or assume control keep Buyer fully informed of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense status of such Third-Party Claim with reasonable diligence and keep (including the other parties reasonably informed prompt delivery to Buyer of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions motions, and other similar legal documents and papers received or filed in connection therewith; with the Third Party Claim) and shall, to the extent practicable, confer with Buyer from time to time on the positions to be taken by the Seller in defending such Third-Party Claim, but Buyer shall have no other rights of participation therein. Buyer may retain separate counsel at its sole cost and expense and participate in the defense of the Third Party Claim unless the Seller acknowledges writing that the Seller is obligated under the terms of this Agreement to indemnify the Buyer. (ii) If Seller does not assume the defense of the Third Party Claim, as aforesaid, Buyer shall be responsible for such defense, subject to (iii) below. (iii) If Buyer becomes responsible for the defense of the Third Party Claim, as provided in (ii) above, the following shall apply: (A) Under no circumstances may Buyer compromise or settle a Third Party Claim without the written consent of the Seller, which consent, solely in the case of the proposed payment of money damages in compromise or settlement, shall not be unreasonably withheld, conditioned, or delayed. (B) Buyer shall keep Seller fully informed of the Third Party Claim at all stages of the matter. (C) Buyer shall promptly submit to the Seller copies of all pleadings, responsive pleadings, motions, and other similar legal documents and papers received in connection with the Third Party Claim, (D) Buyer shall permit the other parties Seller and their counsel its counsel, to the extent practicable, to confer on the conduct of the defense thereof; of the Third Party Claim, (E) Buyer shall, to the extent practicable, permit Buyer and (iv) permit the other parties and their its counsel an opportunity to review all legal papers to be submitted prior to their before the submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. Upon receipt by any Person seeking to be indemnified pursuant to Section 9.2 (athe “Indemnitee”) Subject to the provisions hereof, the Company on behalf of the Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense of any litigation actual or possible Action that is instituted has been or claim may be brought or demand that is asserted by any third party in respect Person who is not a Party (or an Affiliate or representative of which indemnification a Party) against such Indemnitee and that may be sought under this Article X subject to indemnification hereunder (a “Third Third-Party Claim”), the costs and expenses incurred by Indemnitee shall promptly deliver a Claim Certificate with respect to such Third-Party Claim to the Company in connection Person from whom indemnification is sought under Section 9.2 (the “Indemnitor”). The Indemnitee shall have the right, at its election, to proceed with the defense of such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyThird-Party Claim on its own. If the Company does not assume Indemnitee so proceeds with the defense of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim.: (ba) Any party controlling the defense of Indemnitor shall, and shall use commercially reasonable efforts to cause each other Indemnitor to, make available to Indemnitee any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in its possession or control that may be necessary to the defense of such Third-Party Claim with reasonable diligence and keep Claim; and (b) Indemnitee shall have the other parties reasonably informed of material developments in the Third-right to control, settle, adjust or compromise such Third Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to without the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionIndemnitor; provided, however, thatthat except with the consent of the Indemnitor (which consent shall not be unreasonably withheld, notwithstanding anything conditioned or delayed), no settlement of any such Third Party Claim shall be determinative of either the fact that Damages may be recovered by the applicable Indemnitee in respect of such Third Party Claim pursuant to the contrary indemnification provisions of this Article IX or the amount of such Damages that may be recovered by the applicable Indemnitee in this Agreement, no party shall be required to disclose any information respect of such Third-Party Claim pursuant to the other party indemnification provisions of this Article IX. If the Indemnitor consents to such settlement, the Indemnitor will not have any power or its counsel, accountants authority to object to the amount or representatives, if doing so would be reasonably expected to violate validity of any Law to which claim by or on behalf of an Indemnitee for indemnity with respect such person is subject or could jeopardize (in settlement. The Indemnitee shall give the reasonable discretion Indemnitor prompt notice of the disclosing party) commencement of any attorneysuch Third-client privilege available with respect Party Claim; provided, however, that any failure on the part of Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitors under this Article IX (except to the extent such informationfailure materially prejudices the defense of such Third Party Claim).

Defense of Third Party Claims. (a) Subject In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against an Acquired Company, Purchaser or any other Person) with respect to which any Seller may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Section 9 (other than a claim or Legal Proceeding relating to any matter described in Section 9.2(b)(iv)), Purchaser shall be obligated to proceed with the defense of such claim or Legal Proceeding on its own; provided, however, that if such claim or Legal Proceeding is asserted or commenced against any Acquired Company, then (x) the Company shall defend such claim or Legal Proceeding with counsel selected by Purchaser, in which case, to the provisions hereofextent appropriate, all references to Purchaser in clauses “(i)” and “(ii)” of this Section 9.5(a) shall be deemed to refer to the Company on behalf of the Indemnified Party Company, (y) Purchaser shall have the right, by providing written notice sole and absolute right and authority to the Indemnified Party, to elect to defend determine and control conduct the defense of any litigation that is instituted or such claim or demand that is asserted by Legal Proceeding, including with respect to any third party in respect of which indemnification may be sought under this Article X decision to settle, adjust or compromise such claim or Legal Proceeding and (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense z) all fees (including attorneys’ fees), other professionals’ charges, costs (including costs of investigation) and experts’ fees and court expenses relating to the defense of such claim or arbitration costs) Legal Proceeding shall be borne and paid exclusively by the Company. If the Company does not assume In connection with the defense of any such Third-Party Claim, the Indemnified Party may defend, claim or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shallLegal Proceeding: (i) conduct each Seller shall make available to Purchaser any documents and materials in such Seller’s possession or control or in the control of any of such Seller’s Representatives that may be necessary to the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereofclaim or Legal Proceeding; 30 (ii) as promptly as reasonably practicablethe Sellers’ Representative shall be entitled on behalf of the Sellers (or, submit in the case of a §9.2(b) Claim, the applicable Seller shall be entitled), at the Sellers’ expense (A) to consult with Purchaser with respect to, but not to determine or conduct, the other parties defense of such claim and (B) to receive copies of all complaints, pleadings, responsive pleadings, motions notices and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel material written communications with respect to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionsuch claim; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party that Purchaser shall not be required to disclose any information to the other party or its counselSellers’ Representative (or, accountants or representativesin the case of a §9.2(b) Claim, the applicable Seller) if doing so such disclosure would reasonably be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion protection of the disclosing party) any attorney-client privilege available privilege, work product or similar protection or other applicable legal privilege; and (iii) Purchaser shall have the right to settle, adjust or compromise such claim or Legal Proceeding; provided, however, that if Purchaser settles, adjusts or compromises any such claim or Legal Proceeding without the consent of the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller), such settlement, adjustment or compromise shall not be determinative of the amount of Damages incurred by the Indemnitee in connection with such claim or Legal Proceeding. Purchaser shall give the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) prompt notice of the commencement of any Legal Proceeding against Purchaser with respect to which Purchaser intends to demand indemnification from the Sellers; provided, however, that any failure on the part of Purchaser to promptly notify the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) of such informationLegal Proceeding shall not limit any of the obligations of any Seller under this Section 9.5 (except to the extent such failure materially prejudices the defense of such Legal Proceeding).

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the rightassertion or commencement by any Person, by providing written notice to the Indemnified Partyother than a party hereto, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by Proceeding (whether against the Company, Purchaser or any third party in other Person) with respect of to which indemnification the Stockholders may be sought under become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Article X IX (a “Third Party Claim”), Purchaser shall have the costs and expenses incurred by right, at its election, to proceed with the Company in connection defense of such Third Party Claim on its own with such defense (including attorneyscounsel reasonably satisfactory to the Stockholders’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyRepresentative. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Third Party Claim: (i) only to the extent that a final determination has been made that an Indemnitee is entitled to indemnification pursuant to Section 9.6, the Indemnified Party may defend, or assume control of the defense actual and reasonable out-of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in pocket expenses relating to the defense of such Third Party Claim shall be borne and paid by the Stockholders; (ii) the Stockholders’ Representative shall make available to Purchaser any Third-documents and materials in his and in the Company’s possession or control that may be necessary to the defense of such Third Party Claim; and (iii) Purchaser may not settle, adjust or compromise such Third Party Claim without the consent of the Stockholders’ Representative (it being understood that if Purchaser requests that the Stockholders’ Representative consent to a settlement, adjustment or compromise, the Stockholders’ Representative shall not unreasonably withhold or delay such consent). (b) Any party controlling If Purchaser does not elect to proceed with the defense of any Third-such Third Party Claim pursuant hereto shall: (i) conduct Claim, the Stockholders’ Representative shall proceed with the defense of such Third-Third Party Claim with reasonable diligence and keep the other parties counsel reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit satisfactory to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionPurchaser; provided, however, thatthat the Stockholders’ Representative may not settle, notwithstanding anything adjust or compromise any such Third Party Claim without the prior written consent of Purchaser (which consent may not be unreasonably withheld or delayed). Purchaser shall give the Stockholders’ Representative prompt notice of the commencement of any such Third Party Claim against any Indemnitee; provided, however, that any failure on the part of Purchaser to so notify the Stockholders’ Representative shall not limit any of the obligations of the Stockholders under this Article IX (except to the contrary in this Agreement, no party shall be required to disclose any information to extent such failure materially prejudices the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which defense of such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationThird Party Claim).

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or legal proceeding (a“Legal Proceeding”) Subject (whether against the Company, against any other indemnitee or against any other Person) with respect to which any of the Stockholders may become obligated to indemnify, hold harmless, pay, compensate or reimburse Parent, their officers, directors or affiliates (“Parent Indemnitee”) pursuant to this Article VII, (i) Parent, as soon as practicable after it receives written notice of any such claim or Legal Proceeding shall notify the Stockholders’ Representatives of such claim or Legal Proceeding (it being understood that the failure to notify the Stockholders’ Representatives shall not in any way limit the rights of the Parent Indemnitees under this Agreement unless such failure materially prejudices the rights or defenses available to the provisions hereofStockholders’ Representatives), and (ii) the Company on behalf of the Indemnified Party Stockholders’ Representatives shall have the right, by providing written notice right to the Indemnified Party, to elect to defend and control participate in the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Legal Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyStockholders. If the Company does not assume Stockholders’ Representatives so participates in the defense of any such Third-Party Claimclaim or Legal Proceeding, the Indemnified Party may defend, or assume control Stockholders’ Representatives shall acknowledge in writing the obligation of the defense of, Stockholders to indemnify the relevant Parent Indemnitee against any Third-Party Claim against the CompanyLosses that may result from such claim or Legal Proceeding. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance Parent shall proceed with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence claim or Legal Proceeding and: all expenses relating to the defense of such claim or Legal Proceeding shall be borne and paid exclusively by the Stockholders in the manner and to the extent contemplated by the Escrow Agreement and Section 7.2 hereof; the Stockholders shall make available to Parent any documents and materials in the possession or control of any of the Stockholders that may be necessary to the defense of such claim or Legal Proceeding; Parent shall keep the other parties reasonably Stockholders’ Representatives informed of all material developments in and events relating to such claim or Legal Proceeding; and Parent shall not have the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableright to settle, submit to adjust or compromise such claim or Legal Proceeding without the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct prior written consent of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; Stockholders’ Representatives, provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Stockholders’ Representatives shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject With respect to the provisions hereofany claim by Purchaser or Hospitality under Section 8.1, the Company on behalf of the Indemnified Party relating to a third party claim or demand, Purchaser or Hospitality shall provide Seller with prompt written notice thereof in accordance with Section 10.4 and Seller may defend, in good faith and at its expense by legal counsel chosen by it and reasonably acceptable to Purchaser and Hospitality any such claim or demand, and Purchaser and Hospitality, at their expense, shall have the right, by providing written notice right to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party participate in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claimthird party claim. So long as Seller is defending in good faith any such third party claim, Purchaser and Hospitality shall not settle or compromise such third party claim. In any event, Purchaser and Hospitality shall cooperate in the settlement or compromise of or defense against, any such asserted claim. Notwithstanding the foregoing, Seller shall obtain the consent of Purchaser and Hospitality, which consent shall not be unreasonably withheld, prior to setting any such third party claim. In the event the Seller shall notify the Purchaser and Hospitality that it disputes any claim made by the Purchaser or Hospitality and/or it shall fail to defend such claim actively and in good faith, then the Purchaser and Hospitality shall have the right to conduct a defense against such claim and shall have the right to settle and compromise such claim without the consent of the Seller. Once the amount of such claim is liquidated and the claim is finally determined, the Indemnified Party may defend, Purchaser and Hospitality shall be entitled to pursue each and every remedy available to it at law or assume control in equity (through the procedure specified in Section 8.5) to enforce the indemnification provisions of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice Article VIII and, except as provided herein, at its own expense, in the defense of any Third-Party Claimevent it is determined, or the Seller agrees, that it is obligated to indemnify the Purchaser and Hospitality for such claim, the Seller agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by Purchaser or Hospitality in attempting to enforce indemnification under this Article VIII. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. (a) Subject If the facts pertaining to the provisions hereofLoss arise out of the claim of any third party (other than a member of the Merger Sub Group or the Shareholder Group, whichever is entitled to indemnification for such matter) and indemnification is available by virtue of the circumstances of the Loss, the Company Obligor shall assume and control the defense or the prosecution thereof, including the employment of counsel or accountants, at its cost and expense. The assumption of the defense of a Claim by the Obligor shall not be construed as an acknowledgment that the Obligor is liable to indemnify the Claimant in respect of such Claim, nor shall it constitute a waiver by the Obligor of any defenses it may assert against the Claimant's claim for indemnification. The Claimant shall have the right 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 at the Claimant's expense unless (i) the employment has been specifically authorized by the Obligor in writing, (ii) the Obligor has improperly failed to assume the defense and employ counsel, or (iii) the named parties to any action (including any impleaded parties) include the Claimant, and the Claimant has been advised by such counsel in writing that representation of the Claimant and the Obligor by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case, if the Claimant notifies the Obligor in writing that the Claimant elects to employ separate counsel at the expense of the Obligor, the Obligor shall have no obligation to assume the defense of such action on behalf of the Indemnified Party Claimant). Whether or not the Obligor chooses to so defend or prosecute any such Claim, all the Parties hereto shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control cooperate in the defense or prosecution thereof and shall furnish such records, materials, information, witnesses and testimony, and attend such conferences, discovery proceedings, hearings, trials, and appeals, as may be reasonably requested in connection therewith. The Obligor shall not be liable for any settlement of any litigation that is instituted such Claim effected without its prior written consent, which shall not be unreasonably withheld, delayed or claim or demand that is asserted by any third conditioned. No third-party in respect of which indemnification Claim may be sought under this Article X (a “Third Party settled by the Obligor without the prior written consent of the Claimant, which consent shall not be unreasonably withheld. In the event that it is ultimately determined that the Obligor is not obligated to indemnify, defend or hold the Claimant harmless from and against the third-party Claim”), the Claimant shall reimburse the Obligor for any and all costs and expenses (including reasonable attorneys' fees and costs of suit) incurred by the Company Obligor in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the its defense of any such Thirdthe third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.

Defense of Third Party Claims. Except as otherwise provided in Section 7.12, in the event of the assertion of any claim or the commencement by any Person of any Action against a Buyer Indemnified Party with respect to which any of the Securityholders may become obligated to hold harmless, indemnify, compensate or reimburse any Buyer Indemnified Party pursuant to this Article X (a) Subject each, a “Claim”), Buyer will, promptly after receipt of notice of any such Claim, notify the Securityholder Representative of the commencement thereof; provided, however, that any failure on the part of Buyer to so notify the Securityholder Representative shall not limit any of the obligations of the Securityholders under this Article X (except to the provisions hereof, extent such failure actually and materially prejudices the Company on behalf defense of such Claim or otherwise actually and materially prejudices the Indemnified Party Securityholders). Buyer shall have the right, by providing written notice to the Indemnified Partyat its election, to elect proceed with, and to defend and control control, the defense of such Claim on its own; provided, that the Securityholder Representative shall be entitled to participate in (but not control the conduct of) the defense of such Claim and to employ counsel of its choice for such purpose, in a manner that would not result in the loss of any litigation attorney-client privilege, attorney work product privilege or any other legal privilege; provided further, that the fees and expenses of such separate counsel shall be borne by the Securityholders. Notwithstanding the foregoing, if Buyer shall have determined in good faith, and upon advice of counsel, that an actual conflict of interest makes representation of the indemnifying Securityholders and the Buyer Indemnified Party by the same counsel inappropriate (if such mutual representation is instituted applicable), then the Securityholder Representative shall, upon notice from Buyer, engage separate counsel (and, for the avoidance of doubt, the fees and expenses of such separate counsel shall be borne by the Securityholders). If Buyer so proceeds with the defense of such Claim, the Securityholder Representative shall, and shall use reasonable best efforts to cause each Securityholder to, make available to Buyer any documents and materials in such Person’s possession or claim or demand control that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party reasonably necessary to the defense of such Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company Buyer does not assume the defense of any such Third-Party Claim, the Securityholder Representative shall have the right to assume, defend and control such claim and Buyer shall, and shall use reasonable best efforts to cause each Buyer Indemnified Party to, make available to the Securityholder Representative any documents and materials in Buyer’s possession or control that may defend, or assume control of be reasonably necessary to the defense of, any Third-Party Claim against the Companyof such Claim. The Indemnified Party (unless itself controlling assuming the Third-defense of such Claim shall provide the other Party Claim in accordance with this Section 10.3(a)) may participateupdates and information regarding the proceedings, through counsel and will give the other Party written notice of its own choice and, except as provided herein, intention to settle any such Claim at its own expense, in least ten (10) days prior to the settlement of any such Claim. The Party assuming the defense of any Third-such Claim will not settle any Claim without the consent of the other Party Claim. (bwhich shall not be unreasonably withheld, conditioned or delayed); provided, for the avoidance of doubt, that in the event that a Party has consented to any such settlement (such consent not to be unreasonably withheld, conditioned or delayed), such Party (and the Securityholders to the extent such consenting Party is the Securityholder Representative) Any party controlling shall have no power or authority to object to such Claim and the payment of Damages in respect thereof; provided, further, that the Securityholder Representative (if the Party assuming the defense of any Third-Party such Claim) shall be entitled to settle such Claim without the consent of Buyer, and otherwise shall have the right to request Buyer to settle such Claim, to the extent that (a) such settlement is on exclusively monetary terms which are entirely recovered from the amounts then remaining in the Indemnity Escrow Fund or from offset of the Sales Milestone Consideration which is then due and payable to the Securityholders and not, for the avoidance of doubt, being withheld pursuant hereto shall: to Section 3.06(b)(i) on account of any Continuing Claims unrelated to such settled Claim, (ib) conduct the defense terms of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed settlement do not involve any finding or admission of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicableany violation of Law or admission of wrongdoing, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (ivc) permit the other parties terms of such settlement provide for a full and their counsel an opportunity to review unconditional release of Buyer and its Affiliates (including the Company) from all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available liability with respect to such informationClaim.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against the Company, against any other Indemnity or against any other Person) Subject with respect to which the provisions hereofVendors may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnity pursuant to this Section 8, the Company on behalf of the Indemnified Party Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Vendors to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyVendors. If the Company does not Purchaser so elects to designate the Vendors to assume the defense of any such Thirdclaim or Proceeding: (a) the Vendors shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchaser; (b) the Purchaser shall make available to the Vendors any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Purchaser that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Vendors shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchaser shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Vendors shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser provided, however, that the Purchaser shall not unreasonable withhold such consent; and (f) the Purchaser may at any time (notwithstanding the prior designation of the Vendors to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If the Purchaser does not elect to designate the Vendors to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the Vendors to assume such defense, the Purchaser elects to assume such defense), the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser so proceeds with reasonable diligence the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Vendors; (ii) as promptly as reasonably practicable, submit the Vendors shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchaser any documents and papers received materials in the possession or filed in connection therewith; control of any of the Vendors that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser shall keep the Vendors informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit the other parties and their counsel an opportunity Purchaser shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Vendors; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Vendors shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Promptly after Parent or a Parent Indemnified Party shall have the right, by providing written notice to the Indemnified Party, to elect to defend and control the defense obtains Knowledge of any litigation actual or possible claim, demand, suit, action, arbitration, investigation, inquiry or proceeding that is instituted has been or claim may be brought or demand that is asserted by any a third party in respect of which indemnification against any Parent Indemnified Party and that may be sought under this Article X subject to indemnification hereunder (a “Third Third-Party Claim”), Parent or Parent Indemnified Party shall deliver to the costs Stockholders’ Representative a written notice stating in reasonable detail the nature and expenses incurred by basis of such Third-Party Claim and the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense dollar amount of any such Third-Party Claim, to the extent known; provided, that the failure to promptly notify the Stockholders’ Representative shall not prejudice the right of the Parent Indemnified Party may defend, to make or assume control of recover for such claim except to the extent such delay has caused material prejudice to the defense ofof such claim. Subject to the provisions of Sections 7.4(b), any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling Stockholders’ Representative shall have the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided hereinright, at its own expenseelection, in the defense of to defend any Third-Party Claim, in which case: (i) Stockholders’ Representative shall diligently and in good faith defend such Third-Party Claim; (ii) so long as Stockholders’ Representative diligently and in good faith defends such Third-Party Claim, Parent shall not be entitled to be indemnified for any costs or expenses incurred by Parent in connection with the defense of such Third-Party Claim; (iii) Parent shall be entitled to monitor (but not control) such defense at its own expense and may retain separate co-counsel at its own expense and participate in the defense; (iv) Parent shall make available to the Stockholders’ Representative all books, records and other documents and materials that are under the direct or indirect control of Parent or any of Parent’s Subsidiaries or other Affiliates and that are necessary or reasonably desirable for the defense of such Third-Party Claim; (v) Parent and the Surviving Corporation shall execute such documents and take such other actions as the Stockholders’ Representative may reasonably request for the purpose of facilitating the defense of such Third-Party Claim; (vi) Parent shall otherwise fully cooperate as reasonably requested by the Stockholders’ Representative in the defense of such Third-Party Claim; and (vii) Parent and Stockholders’ Representative shall not admit any liability with respect to such Third-Party Claim without the express written consent of the other. (b) Any party controlling Notwithstanding Section 7.4(a), the Stockholders’ Representative shall not have the right to assume control of the defense of any Third-Party Claim pursuant hereto shallif: (i) the Stockholders’ Representative does not assume the defense thereof promptly, but in any event, within thirty days of receipt of the Parent Indemnified Party’s notice of a Third-Party Claim; (ii) the Stockholders’ Representative does not conduct the defense of such the Third-Party Claim with reasonable diligence, comparable to the level of diligence that the Parent would use in defending against such claim, and keep the other parties reasonably informed of material developments in good faith; or (iii) the Third-Party Claim at all stages thereof; (iiA) seeks non-monetary, equitable or injunctive relief, (B) alleges violations of criminal law, (C) includes as promptly as reasonably practicablenamed parties in any such Third-Party Claim any employee, submit to agent, officer or director of Parent or the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information.Surviving Corporation;

Defense of Third Party Claims. (a) Subject to the provisions hereofThe Seller may, the Company on behalf of the Indemnified Party shall have the rightat its cost and expense, by providing written upon notice to the Indemnified Party, Buyer within thirty (30) days after the Seller receives the Notice of Claim with respect to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any the Third-Party Claim with counsel of its choice. If the Seller assumes the defense of such Third-Party Claim, the Indemnified Party may defend, or assume control of Buyer shall be entitled to participate in (but not control) the defense of, of any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, counsel and at its own expense, . If the Buyer elects to participate in the defense of any Third-Party Claim, the Buyer will cooperate with the Seller in the conduct of such defense. (b) Any party controlling If the Seller does not exercise its right to assume the defense of any a Third-Party Claim pursuant hereto shall: (ito Section 9.4(a) hereof, the Buyer may conduct the defense of such Third-Party Claim in any manner it reasonably may deem appropriate and at the expense of the Seller, for which the Buyer may seek reimbursement from the General Escrow Fund, and the Seller shall cooperate with reasonable diligence and keep the Buyer in the conduct of such defense. (c) Neither the Seller nor the Buyer shall enter into any settlement of a Third-Party Claim without the prior written consent of the other parties reasonably informed party (which consent from either party shall not be unreasonably withheld); provided, however, that if the Seller shall have entered into or otherwise consented in writing to any such settlement, then the Seller shall have been deemed to accept the related Claim by the Buyer for indemnification under Section 9.2 for the amount of material developments in such settlement; and the Seller shall remain responsible to indemnify the Buyer Parties for all Losses they may incur arising out of, resulting from or caused by the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary fullest extent provided in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationArticle IX.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against MS, against any other Indemnitee or against any other Person) Subject with respect to which any of the provisions hereofSelling Shareholders may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 6, the Company on behalf of the Indemnified Party Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Agent to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySelling Shareholders. If the Company does not Purchaser so elects to designate the Agent to assume the defense of any such Thirdclaim or Proceeding: (a) the Agent shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchaser; (b) the Purchaser shall make available to the Agent any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Purchaser that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Agent shall keep the Purchaser informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided hereinPurchaser, at its own expense, shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Agent shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld if the settlement includes a general release of MS and the Purchaser, involves no prohibition or restriction on the use of any asset of MS or Purchaser or the conduct of any business by MS or Purchaser and requires no payment from the Purchaser or MS); and (f) the Purchaser may at any time (notwithstanding the prior designation of the Agent to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If the Purchaser does not elect to designate the Agent to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the Agent to assume such defense, the Purchaser elects to assume such defense), the Purchaser may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchaser so proceeds with the defense of any such claim or Proceeding on its own: (i) all reasonable diligence expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchaser) shall be borne and keep paid exclusively by the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Selling Shareholders; (ii) as promptly as reasonably practicable, submit the Selling Shareholders shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchaser any non-privileged documents and papers received materials in the possession or filed in connection therewith; control of any of the Selling Shareholders that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchaser shall keep the Agent informed of all material developments and their counsel events relating to confer on the conduct of the defense thereof; and such claim or Proceeding; (iv) permit the other parties and their counsel an opportunity Agent, at its own expense, shall have the right to review all legal papers participate in the defense of such claim or proceeding; and (v) the Purchaser shall have the right to be submitted settle, adjust or compromise such claim or Proceeding with the prior to their submissionwritten consent of the Agent; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Agent shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject to the provisions hereof, the Company on behalf of the Indemnified Party The Purchaser shall have the right, by providing written notice to the Indemnified Party, to elect to defend determine and control conduct the defense or settlement of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Third-Party Claim”), and the costs and expenses incurred by the Company Purchaser in connection with such defense or settlement (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a Claim made by any Indemnified Person hereunder. (b) The Seller shall have the Company. If the Company does not assume the defense right to receive copies of any such Third-Party Claimall pleadings, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling notices and communications with respect to the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel to the extent that receipt of such documents by the Seller does not affect any privilege relating to the Indemnified Person. At its own choice and, except as provided herein, at its own option and expense, in the Seller shall be entitled to participate in, but not to determine or conduct, any defense of any the Third-Party Claim or settlement negotiations with respect to the Third-Party Claim. (bc) Any party controlling the defense No settlement of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence any third party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and keep which shall be deemed to have been given unless the other parties reasonably informed Seller shall have objected within 15 days after a written request for such consent by the Purchaser. In the event that the Seller has consented to any such settlement, the Seller shall not have any power or authority to object under any provision of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit this Article VIII to the other parties copies amount of all pleadings, responsive pleadings, motions and other similar legal documents and papers received any claim by or filed in connection therewith; (iii) permit on behalf of any Indemnified Person or the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available Seller for indemnity with respect to such informationsettlement.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the right, assertion or commencement by providing written notice to the Indemnified Party, to elect to defend and control the defense any Person of any litigation that is instituted or claim or demand that is asserted by Proceeding (whether against the Company, against Purchaser or against any third party in respect of which indemnification may be sought under this Article X other Person) (a “Third Party Claim”)) with respect to which any Selling Shareholder may become obligated to hold harmless, the costs and expenses incurred by the Company in connection indemnify, compensate or reimburse any Purchaser Indemnitee pursuant to Article XI, Purchaser shall proceed with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Party Claim, the Indemnified Party may defend, claim or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of Proceeding on its own choice and, except as provided herein, at its own expense, with counsel reasonably satisfactory to the Holder Representatives. In such case: (a) each Participating Rights Holder shall make available to Purchaser any documents and materials in his possession or control that may be necessary to the defense of any Third-Party Claim.such claim or Proceeding; and (b) Any party controlling Purchaser shall have the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of right to settle, adjust or compromise such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received claim or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionProceeding; provided, however, thatthat if Purchaser settles, notwithstanding anything to adjusts or compromises any such claim or Proceeding without the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion consent of the disclosing party) Holder Representatives, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by the Purchaser Indemnitee in connection with such claim or Proceeding (it being understood that if Purchaser requests that the Holder Representatives consent to a settlement, adjustment or compromise, the Holder Representatives shall not unreasonably withhold or delay such consent). Purchaser shall give the Holder Representatives prompt notice of the commencement of any such Proceeding against Purchaser or the Company and provide information reasonably requested by the Holder Representatives and not subject to attorney-client privilege available with respect of Purchaser or Purchaser’s Indemnitees relating to such informationclaim; provided, however, that any failure on the part of Purchaser to so notify the Holder Representatives and provide such information shall not limit any of the obligations of the Participating Rights Holders under Article XI (except to the extent such failure materially prejudices the defense of such Proceeding by the Holder Representatives).

Defense of Third Party Claims. If a Third Party initiates a Proceeding claiming a Patent Right owned by or licensed to such Third Party is infringed by the Development, Manufacture or Commercialization of any Licensed Product, then, subject to Section 10.4.1 (a) Subject to the provisions hereof, the Company on behalf Control of the Indemnified Party shall Defense), Novartis will have the first right, but not the obligation, to defend against any such Proceeding at its sole cost and expense. If Novartis elects to defend against such Proceeding, then Novartis will have the sole right to direct the defense and to elect whether to settle such claim (but only with the prior written consent of Xxxxx, not to be unreasonably withheld, conditioned, or delayed). Xxxxx will reasonably assist Novartis in defending such Proceeding. Novartis will keep Ionis apprised of the progress of such Proceeding. If Novartis elects not to defend against a Proceeding, then Novartis will so notify Ionis in writing within [***] after Novartis first receives written notice of the initiation of such Proceeding, and Xxxxx will have the right, but not the obligation, to defend against such a Proceeding at its sole cost and expense and thereafter Ionis will have the sole right to direct the defense thereof, including the right to settle such claim (but only with the prior written consent of Novartis, which consent will not be unreasonably withheld, delayed or conditioned). In any event, the Parties will reasonably assist each other and cooperate in any such Proceedings at the other Party’s request and expense. Each Party may at its own expense and with its own counsel join any defense initiated or directed by providing the other Party under this Section 8.5 (Defense of Claims Brought by Third Parties; Oppositions). Each Party will provide the other Party with prompt written notice to of the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense commencement of any such Third-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with Proceeding under this Section 10.3(a8.5 (Defense of Claims Brought by Third Parties; Oppositions)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-and such Party Claim. (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep will promptly furnish the other parties reasonably informed Party with a copy of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit each communication relating to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers alleged infringement that is received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which by such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationParty.

Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Proceeding (awhether against the Purchasers, against any other Indemnitee or against any other Person) Subject with respect to which the provisions hereofSeller may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 9, the Company on behalf of the Indemnified Party Purchasers shall have the right, by providing written notice to the Indemnified Partyat its election, to elect designate the Seller to defend and control assume the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect Proceeding at the sole expense of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanySeller. If the Company does not Purchasers so elect to designate the Seller to assume the defense of any such Thirdclaim or Proceeding: (a) the Seller shall proceed to defend such claim or Proceeding in a diligent manner with counsel satisfactory to the Purchasers; (b) the Purchasers shall make available to the Seller any non-Party Claim, privileged documents and materials in the Indemnified Party may defend, or assume control possession of the Purchasers that may be necessary to the defense of, any Third-Party Claim against of such claim or Proceeding; (c) the Company. The Indemnified Party Seller shall keep the Purchasers informed of all material developments and events relating to such claim or Proceeding; (unless itself controlling d) the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, Purchasers shall have the right to participate in the defense of any Third-Party Claim.such claim or Proceeding; (be) Any party controlling the Seller shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Purchasers; and (f) the Purchasers may at any time (notwithstanding the prior designation of the Seller to assume the defense of such claim or Proceeding) assume the defense of such claim or Proceeding. If the Purchasers do not elect to designate the Seller to assume the defense of any Third-Party Claim pursuant hereto shall: such claim or Proceeding (i) conduct or if, after initially designating the Seller to assume such defense, the Purchasers elect to assume such defense), the Purchasers may proceed with the defense of such Third-Party Claim claim or Proceeding on its own. If the Purchasers so proceed with reasonable diligence the defense of any such claim or Proceeding on its own: (i) all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Purchasers) shall be borne and keep paid exclusively the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; Seller; (ii) as promptly as reasonably practicable, submit the Seller shall make available to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal Purchasers any documents and papers received materials in the possession or filed in connection therewith; control of the Seller that may be necessary to the defense of such claim or Proceeding; (iii) permit the other parties Purchasers shall keep the Seller informed of all material developments and their counsel events relating to confer on the conduct of the defense thereofsuch claim or Proceeding; and and (iv) permit the other parties and their counsel an opportunity Purchasers shall have the right to review all legal papers to be submitted prior to their submissionsettle, adjust or compromise such claim or Proceeding with the consent of the Seller; provided, however, that, notwithstanding anything to that the contrary in this Agreement, no party Seller shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which not unreasonably withhold such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such informationconsent.

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Legal Proceeding (whether against any Acquired Company, Purchaser or any other Person) with respect to which any Indemnitor may become obligated to hold harmless, indemnify or reimburse any Indemnitee pursuant to this Section 11 (including any claim or Legal Proceeding by or before any Governmental Entity relating to any Liability relating to Taxes of any Acquired Company), Purchaser shall have the right, by providing written notice to the Indemnified Partyat its election in its sole discretion, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyLegal Proceeding on its own. If the Company does not assume Purchaser so proceeds with the defense of any such Third-Party claim or Legal Proceeding, then: (i) all reasonable expenses relating to the defense of such claim or Legal Proceeding shall constitute Damages of the Indemnitees; (ii) the Sellers’ Representative (or, in the case of a Specified Tax Indemnity Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)Specified Tax Indemnitors) may participate, through counsel of its own choice and, except as provided herein, at its own expense, shall be entitled to participate in the defense of any Third-Party Claim. such claim or Legal Proceeding at the expense of the Indemnitors (b) Any party controlling the defense of any Third-Party Claim pursuant hereto shall: (i) conduct the defense of such Third-Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments or, in the Third-Party Claim case of a Specified Tax Indemnity Claim, at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct expense of the defense thereof; and Specified Tax Indemnitors) with a counsel of the Sellers’ Representative’s choice (ivor, in the case of a Specified Tax Indemnity Claim the Specified Tax Indemnitors’ choice,) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representativesand, if doing so would be elected by Sellers’ Representative, Purchaser shall reasonably expected to violate any Law to which such person is subject or could jeopardize cooperate with Sellers’ Representative (or, in the reasonable discretion case of a Specified Tax Indemnity Claim, the disclosing partySpecified Tax Indemnitors) any attorney-client privilege available and shall keep Sellers’ Representative (or, in the case of a Specified Tax Indemnity Claim, the Specified Tax Indemnitors) timely informed with respect to any material issues and developments relating to such information.Legal Proceeding, including the filing of any notice, request or other court document in connection with such Legal Proceeding;

Defense of Third Party Claims. (a) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Company, Parent or against any other Person) with respect to which any of the Indemnitors may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Article IX, Parent shall have the right, by providing written notice to the Indemnified Partyat its election, to elect to defend and control proceed with the defense of any litigation that is instituted or such claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the CompanyLegal Proceeding on its own. If the Company does not assume Parent so proceeds with the defense of any such Thirdclaim or Legal Proceeding: (a) all reasonable out-Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in pocket expenses relating to the defense of any Third-Party Claim.such claim or Legal Proceeding by counsel reasonably satisfactory to the Shareholder Representative shall be borne and paid exclusively from the Escrowed Funds; (b) Any party controlling subject to any confidentiality restrictions to which any Indemnitor may be subject (provided that upon Parent’s request, any such Indemnitor will use its best efforts to have such confidentiality restrictions waived or rescinded for the benefit of Parent), each Indemnitor shall make available to Parent any documents and materials in his, her or its possession or control that reasonably may be necessary to the defense of such claim or Legal Proceeding; and (c) Parent shall have the right to settle, adjust or compromise such claim or Legal Proceeding with the written consent of the Shareholder Representative; provided, however, that such consent shall not be unreasonably withheld. (d) Parent shall give the Shareholder Representative prompt notice of the commencement of any Third-Party Claim pursuant hereto shall: such Legal Proceeding against Parent or the Company; provided, however, that any failure on the part of Parent to so notify the Shareholder Representative shall not limit any of the obligations of the Indemnitors under this Article IX (i) except to the extent such failure materially prejudices the defense of such Legal Proceeding). Parent shall conduct the defense of such Third-Party Claim claim or Legal Proceeding diligently and in good faith using all reasonable means and defenses available to it or to the Company. The Shareholder Representative shall have the right, if it so notifies Parent with reasonable diligence promptness after receipt of Parent’s claim notice, to assist at its own expense and keep the other parties reasonably informed with counsel of material developments its choice (in each case, consistent with Section 10.2) in the Third-Party Claim at all stages thereof; defense of such claim or Legal Proceeding by Parent (iior in the case of a claim or Legal Proceeding against the Company, by the Company). In such event, Parent shall afford the Shareholder Representative and its counsel a reasonable opportunity to comment and the right to object (which right shall not be unreasonably exercised) as promptly as reasonably practicable, submit with respect to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; of such claim or Legal Proceeding. Parent shall keep the Shareholder Representative reasonably informed of the progress of any claim or Legal Proceeding and its defense, and shall with reasonable promptness provide the Shareholder Representative with copies of all material notices, written communications and filings (ivincluding court papers) permit made by or on behalf of any of the parties to the underlying claim or Legal Proceeding. Neither Parent nor any other parties Indemnitee may settle, adjust or compromise any claim or Legal Proceeding without the prior written consent of the Shareholder Representative (which consent may not be unreasonably withheld). If Parent does not elect to proceed with the defense of any such claim or Legal Proceeding, the Shareholder Representative may proceed with the defense of such claim or Legal Proceeding with counsel reasonably satisfactory to Parent. In such case, Parent or such other Indemnitee will cooperate in the defense of such claim or Legal Proceeding and their counsel an opportunity will provide reasonable access to review documents, assets, properties, books and records reasonably requested by the Shareholder Representative and to all legal papers to be submitted prior to their submissionofficers, directors and employees reasonably requested by the Shareholder Representative for investigation, depositions and trial; provided, however, thatthat the Shareholder Representative may not settle, notwithstanding anything to adjust or compromise any such claim or Legal Proceeding without the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion prior written consent of the disclosing party) any attorney-client privilege available with respect to such informationParent (which consent may not be unreasonably withheld).

Defense of Third Party Claims. Any Third Party Claim shall be subject to the following procedures: (a) Subject In the event that any Third Party Claim shall be commenced, the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, shall promptly cause written notice of the assertion of such Third Party Claim to be forwarded to the provisions hereofSeller or Purchaser, as applicable, and the Company on behalf of the Indemnified Party shall Seller or Purchaser will have the right, by providing written notice right to the Indemnified Party, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by any third party in respect of which indemnification may be sought under this Article X (a “Third Party Claim”), the costs and expenses incurred by the Company in connection with such defense (including attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Company. If the Company does not assume the defense of any such Third-Third Party Claim at its sole cost and expense with reputable legal counsel reasonably satisfactory to the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, by delivering written notice of such election to the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, within ten (10) business days after receipt of the Notice of Claim describing such Third Party Claim, . If Seller or Purchaser assumes the Indemnified Party may defend, or assume control defense of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Third Party Claim in accordance with this Section 10.3(asubsection (a), then: (i) Seller or Purchaser shall keep the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, informed of all material developments relating to such Third Party Claim. The Purchaser Indemnified Person or Seller Indemnified Person, as applicable, shall have the right to receive copies of all pleadings, notices and communications with respect to such Third Party Claim to the extent that receipt of such documents does not waive any privilege. (ii) The Purchaser Indemnified Person or Seller Indemnified Person, as applicable, may participate, through retain separate co-counsel of its own choice and, except as provided herein, at its own expense, and participate in the defense of any Third-such Third Party Claim or settlement negotiations with respect to such Third Party Claim at its own cost and expense, and shall be entitled to reasonably consult with Seller or Purchaser, as applicable, regarding the defense of such Third Party Claim or settlement negotiations with respect to such Third Party Claim. (iii) Seller or Purchaser shall not consent to the entry of any judgment or enter into any settlement or compromise of such Third Party Claim without the prior written consent of the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, unless (A) such judgment, settlement or compromise includes an unconditional release from all liability with respect to the claim in favor of the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, or (B) the sole relief provided in connection with such judgment, settlement or compromise is monetary damages that are paid in full by Seller or Purchaser, as applicable, or any other relief that is enforceable only against Seller or Purchaser, as applicable. (b) Any party controlling Notwithstanding the defense of any Third-Party Claim pursuant hereto shall: (i) conduct foregoing, Seller or Purchaser shall not be entitled to assume the defense of such Third-Third Party Claim (unless the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, agrees otherwise in writing) in the event: (i) the Third Party Claim involves an injunction or other equitable relief; (ii) Damages sought under such Third Party Claim (together with Damages sought under any other Claims then pending or in dispute) would reasonably be expected to not be covered by Seller or Purchaser, as applicable, therefor under the limitations set forth in Section 10.3(b); or (iii) outside legal counsel to the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, reasonably determines that the legal counsel chosen by Seller or Purchaser, as applicable, has a conflict of interest in representing the interests of the Purchaser Indemnified Person or Seller Indemnified Person, as applicable. (c) In the event that Seller or Purchaser declines to assume the defense of such Third Party Claim within thirty (30) days of receiving a Notice of Claim, or is not entitled to assume the defense of such Third Party Claim according to subsection (b) above, then the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, will have the right to assume the defense of such Third Party Claim with counsel of its choosing (which reasonable diligence fees and expenses of such counsel shall constitute Damages to which Seller or Purchaser, as applicable, is responsible if the Claim underlying such Third Party Claim is a Claim for which the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, is entitled to indemnification hereunder; provided that Seller or Purchaser shall not be required to pay for more than one such counsel (plus any appropriate local counsel). If the Purchaser Indemnified Person or Seller Indemnified Person assumes the defense of the Third Party Claim in accordance with this subsection (c), then: (i) The Purchaser Indemnified Person or Seller Indemnified Person shall keep the other parties reasonably Seller or Purchaser, as applicable, informed of all material developments in relating to such Third Party Claim. Seller or Purchaser, as applicable, shall have the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit right to the other parties receive copies of all pleadings, responsive pleadings, motions notices and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission; provided, however, that, notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available communications with respect to such informationThird Party Claim to the extent that receipt of such documents does not waive any privilege. (ii) Seller or Purchaser, as applicable, may retain separate co-counsel and participate in the defense of such Third Party Claim or settlement negotiations with respect to such Third Party Claim at its own cost and expense, and shall be entitled to reasonably consult with the Purchaser Indemnified Person or Seller Indemnified person, as applicable, with respect to the defense of such Third Party Claim or settlement negotiations with respect to such Third Party Claim. (iii) The Purchaser Indemnified Person or Seller Indemnified Person shall not consent to the entry of any judgment or enter into any settlement or compromise of such Third Party Claim without the prior written consent of Seller or Purchaser, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be reasonable to withhold such consent where Seller or Purchaser, as applicable, believes in good faith that there is not an underlying basis for indemnification with respect to such settlement)), unless (1) such judgment, settlement or compromise includes an unconditional release from all liability with respect to the claim in favor of the Purchaser Indemnified Person or Seller Indemnified Person, as applicable, or (2) the Purchaser Indemnified Person or Seller Indemnified Person stipulates in writing that there are no Damages for which it is entitled to indemnification under this Article 10 in connection with such judgment, settlement or compromise. (d) Purchaser, Seller, the Purchaser Indemnified Person and the Seller Indemnified Person, as applicable, shall use commercially reasonable efforts to cooperate (and cause their respective legal counsel to cooperate) in connection with the defense of any Third Party Claim, including by (i) furnishing copies of documents, records or other information reasonably requested by the other party and (ii) providing access to employees whose assistance, testimony or presence is reasonably necessary to assist in the evaluation and defense of such Third Party Claim (provided that any such access shall not unreasonably interfere with the business activities of such party).

Defense of Third Party Claims. (a1) Subject to In the provisions hereof, the Company on behalf event of the Indemnified Party shall have the rightassertion or commencement by any Person, by providing written notice to the Indemnified Partyother than a party hereto, to elect to defend and control the defense of any litigation that is instituted or claim or demand that is asserted by Legal Action (whether against Buyer, Seller or any third party in other Person) with respect of to which indemnification the Seller Indemnitors or Buyer, as he case may be sought under this Article X (each, an “Indemnitor”), may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to Section 9.2 or Section 9.3, as the case may be (a “Third Party Claim”), the costs and expenses incurred by Indemnitor shall have the Company right, at its election, to proceed with the defense of such Third Party Claim on its own with counsel reasonably satisfactory to the Indemnitee unless: (i) the Third Party Claim is in connection with such defense respect of any matter involving criminal liability of an Indemnitee; (including attorneys’ fees, ii) the Third Party Claims seeks Losses in excess of the amount for which the Indemnitor may be liable under this Agreement; or (iii) the Third Party Claim seeks as the primary cause of action the imposition of an equitable or injunctive remedy against the Indemnitee or any of its Affiliates (other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Companythan equitable relief that is ancillary to claim for monetary damages). If the Company does not assume Indemnitor so proceeds with the defense of any such Third-Third Party Claim, the Indemnified Party may defend, or assume control of the defense of, any Third-Party Claim against the Company. The Indemnified Party (unless itself controlling the Third-Party Claim in accordance with this Section 10.3(a)) may participate, through counsel of its own choice and, except as provided herein, at its own expense, in the defense of any Third-Party Claim.: (ba) Any party controlling the defense of Indemnitee shall make available to the Indemnitor any Third-Party Claim pursuant hereto shall: (i) conduct documents and materials in his, her or its and in his, her or its Affiliates’ possession or control that may be necessary to the defense of such Third-Third Party Claim with reasonable diligence and keep the other parties reasonably informed of material developments in the Third-Party Claim at all stages thereof; (ii) as promptly as reasonably practicable, submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (iii) permit the other parties and their counsel to confer on the conduct of the defense thereof; and (iv) permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submissionClaim; provided, however, thatthat any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for such defense, notwithstanding anything and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available Indemnitee with respect to such information; (b) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim; provided, however, that the Indemnitee will be entitled to participate in any such defense with separate co-counsel at the expense of the Indemnitor if based on the written opinion of counsel to the Indemnitee, a conflict between the Indemnitee and the Indemnitor exists that would make such separate representation advisable; provided further, however, that the Indemnitor shall not be required to pay for more than one (1) such counsel for all Indemnitees in connection with such Third Party Claim; and (c) the Indemnitor may not settle, adjust or compromise such Third Party Claim without the consent of the Indemnitee (it being understood that if the Indemnitor requests that the Indemnitee consent to a settlement, adjustment or compromise, the Indemnitee shall not unreasonably withhold or delay such consent); provided, however, that no such consent shall be required if: (A) there is no finding or admission of any violation of Law or suggestion of any wrongdoing on behalf of the Indemnitee; (B) each Indemnitee that is a party to such Third Party Claim is fully and unconditionally released from liability with respect to such claim, without prejudice; and (C) as a result of such settlement, adjustment or compromise, no injunctive or other equitable relief will be imposed against the Indemnitee. (2) If the Indemnitor does not elect or is not entitled to proceed with the defense of any such Third Party Claim, the Indemnitee shall proceed with the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnitor; provided, however, that the Indemnitee may not settle, adjust or compromise any such Third Party Claim without the prior written consent of the Indemnitor (which consent may not be unreasonably withheld, conditioned or delayed). An Indemnitee shall give the applicable Indemnitor prompt notice of the commencement of any such Third Party Claim against the Indemnitee; provided, however, that any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor under this Article IX (except to the extent such failure materially prejudices the defense of such Third Party Claim).