Common use of Defense Clause in Contracts

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the Seller demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified Parties Party (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and give expense, to retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the Indemnitor a reasonable opportunity defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to take part participate in the defense of any examination suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the books same counsel would be inappropriate due to actual or potential differing interests between them, and records the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnitee relating to such Third-Indemnifying Party, or (iii) the Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses prior written consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor In the event that the Indemnifying Party shall be responsible for paying all settlements made or judgments entered with respect fail to any Third-respond within thirty (30) days after receipt of the Notice, the Indemnified Party Claim may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party’s defense of the action is materially and adversely actually prejudiced by such failure. The assumption of the defense, or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to provide indemnification hereunder.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has Buyers have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Buyers (the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which a Buyer has an indemnification obligation under the terms of Section 12.112.1 , then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms Loss, the Indemnity Obligor shall, by giving written notice to the Indemnified Party within 15 days following its receipt of Section 12.1the notice of such claim, then assume the Indemnitee defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; provided, however, that during the interim the Indemnified Party shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity use its best efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor defends or prosecutes such claim, then all the Indemnitor parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be entitled reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to control the conduct Indemnified Party in connection with any Loss arising out of such defense, and any decision to settle such Third-a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall be responsible for any expenses stand in the place of the Indemnitee Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the defense Indemnified Party without the consent of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If the facts relating to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within 15 days following its receipt of Section 12.1the notice of such claim, then elect to assume the Indemnitee defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; PROVIDED, HOWEVER, that during the interim the Indemnified Party shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a use its commercially reasonable opportunity efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (i) the employment thereof has been specifically authorized by the Indemnity Obligor, (ii) such Indemnified Party will have been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (iii) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, then all the Indemnitor parties hereto shall be entitled to control cooperate in the conduct of such defense, and any decision to settle such Third-Party Claim, defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be responsible reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any expenses settlement of any such claim effected without its prior written consent. In the Indemnitee event of payment by the Indemnity Obligor to the Indemnified Party in connection with any Loss arising out of a third party claim, the defense Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such Third-Party Claim so long as the Indemnitor continues third party relating to such defense until the final resolution of such Third-Party ClaimIndemnified Matter. The Indemnitor Indemnified Party shall be responsible for paying all settlements made or judgments entered cooperate with respect to the Indemnity Obligor in prosecuting any Third-subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the Indemnified Party Claim without the defense consent of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any In the case of a Claim involving the assertion of a claim by a third party (whether pursuant to a lawsuit or liability (other legal action or otherwise, a “Third-Party Claim”) should be asserted against any ), the Indemnifying Party may, upon written notice to the Indemnified Party, take control of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms defense and investigation of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim if the Indemnifying Party acknowledges to the Indemnified Party in writing the obligation of the Indemnifying Party to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim. If the Indemnifying Party assumes the defense of any such Third-Party Claim, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party (and separate from counsel to the Indemnifying Party if there is any conflict or divergence of interest between the Indemnifying Party and the Indemnified Party) to conduct the defense of such claims or legal proceedings and, at the sole cost and expense of the Indemnifying Party, shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of or the entry of any judgment arising from any such Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such Third-Party Claim, with its own counsel and at its own expense; provided, however, that the Indemnified Party shall be entitled to settle any Third-Party Claim involving criminal penalties, civil fines or harm without the consent, but at the expense, of the Indemnifying Party if the Indemnifying Party shall unreasonably fail to do so after being requested to do so by the Indemnified Party. If the Indemnifying Party does not notify the Indemnified Party that it will assume the defense of such Third-Party Claim andwithin thirty (30) days after the Indemnifying Party receives notice of such claim from the Indemnified Party: (a) the Indemnified Party may defend against such Third-Party Claim in such manner as it may deem reasonably appropriate, provided that the Indemnified Party shall not consent to a settlement of or the entry of any judgment arising from such Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); and (b) the Indemnifying Party shall be entitled to participate in connection therewith(but not control) the defense of such action, to conduct any proceedings or negotiations relating thereto with its counsel and necessary or appropriate to defend at its own expense. Regardless of which Party shall assume the Indemnitee and/or settle defense of the Third-Party Claim, the Parties agree to cooperate fully with one another in connection therewith. The expenses (including reasonable attorneys’ fees) Such cooperation shall include the providing of all negotiations, proceedings, contests, lawsuits or settlements with respect records and information which are relevant to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been deliveredand making employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only each case to the extent that the Indemnitor Party being requested to provide records and information or to make employees and officers available can do so without waiving any evidentiary privileges to which it is materially and adversely prejudiced by such failure.entitled.‌

Defense. If In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the Seller demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified Parties Party (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and give expense, to retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the Indemnitor a reasonable opportunity defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to take part participate in the defense of any examination suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the books same counsel would be inappropriate due to actual or potential differing interests between them, and records the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnitee relating to such Third-Indemnifying Party, or (iii) the Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim No Indemnified Party, in the defense of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the consent of the Indemnifying Party. In the event that the Indemnifying Party shall fail to respond within thirty (30) days after receipt of the Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party’s defense of the action is materially and adversely actually prejudiced by such failure. The assumption of the defense, or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to provide indemnification hereunder.

Defense. If any claim or liability should be asserted against any of the Buyer Indemnified Parties or the Seller Indemnified Parties (each, as applicable, whether or not involving a Third Party Claim, an “Indemnitee”) by a third party after the Closing (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.16.1 or for which Seller has an indemnification obligation under the terms of Section 6.2, then the Indemnitee shall notify Buyer the indemnifying party (as applied to Buyer, or Seller, as applicable (whether or not involving a third-party claim), the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim, which approval shall not be unreasonably withheld. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.19.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and Leaseco (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within 15 days following its receipt of Section 12.1the notice of such claim, then elect to assume the Indemnitee defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; provided, however, that during the interim the Indemnified Party shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity use its best efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses to defend or prosecute such claim, then all the Indemnitor parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be entitled reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to control the conduct Indemnified Party in connection with any Loss arising out of such defense, and any decision to settle such Third-a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall be responsible for any expenses stand in the place of the Indemnitee Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the defense Indemnified Party without the consent of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which a Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.113.1, then the Indemnitee shall notify Buyer and Subsidiary (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If 10.3.1 Promptly after the receipt by any person entitled to indemnification under this Article X of notice of (i) any claim or liability (a “Third-Party Claim”ii) should be asserted the commencement of any action or proceeding, such party (the "Aggrieved Party") will, if claim with respect thereto is made against any of the Seller Indemnified Parties party obligated to provide indemnification pursuant to this Article X (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1"Indemnifying Party"), then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-give such Indemnifying Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense written notice of such Third-claim or the commencement of such action or proceeding and shall permit the Indemnifying Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-such claim or any proceeding or litigation resulting from such claim, unless the action or proceeding seeks an injunction or other similar relief against the Aggrieved Party Claim or there is a conflict of interest between it and the Indemnifying Party in writing the conduct of the defense of such action. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such proceeding or action within 20 a reasonable time, but in no event more than fifteen (15) days after written notice thereof shall have been given to the Claim Notice Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such action. 10.3.2 If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Aggrieved Party, the obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such Third-claim or litigation resulting therefrom and to holding the Aggrieved Party Claim has been deliveredharmless from and against any losses, through counsel damages and liabilities caused by or arising out of any settlement of, or any judgment entered in connection with, such claim or litigation. The Aggrieved Party may participate, at its expense, in the defense of such claim or litigation provided that the Indemnifying Party shall direct and control the defense of such claim or litigation. The Aggrieved Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party. 10.3.3 If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and reasonably satisfactory to Indemniteethe Aggrieved Party. The Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, then legal or otherwise, as incurred by the Indemnitor Aggrieved Party in connection with the defense against or settlement of such claim or litigation. No settlement of claim or litigation shall be made without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, as incurred by the Aggrieved Party in the defense against such claim or litigation. 10.3.4 Notwithstanding anything to the contrary herein contained, TRC shall be entitled to control the conduct of such defenseany cleanup, and any decision to settle such Third-Party Claimcontainment, and shall be responsible for any expenses of the Indemnitee remediation, related proceeding, or other action or proceeding arising from or in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made any environmental, health or judgments entered with respect to safety liability or any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurehazardous materials or activities.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.such

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and OLI (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted assessed against any of the Seller Indemnified Parties (the “"Indemnitees”") by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “"Indemnitor”") within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor lndemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (Unless the Parties otherwise agree, a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense primary responsibility for the conduct of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-such claim relating to such Party’s Product, at such Party’s sole expense, and with legal counsel of its choice. The other Party Claim shall have the right, but not the obligation, to participate and be independently represented in writing any such suit at its sole option and at its own expense. Each Party shall reasonably cooperate with the Party conducting the defense of the claim. Each Party shall keep the other Party hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding, and the Parties shall reasonably cooperate in conducting the defense of any such claim. Should Lilly decide not to defend or fail to defend any such claim, suit, or proceedings by a Third Party relating to a Lilly Target within 20 thirty (30) days after the Claim Notice of notice of such Third-Party Claim has been deliveredclaim, through counsel reasonably satisfactory to Indemniteesuit, or proceeding, then the Indemnitor shall NextCure will be entitled to take over, at its option, the right to defend such infringement proceedings and the control the conduct of any such defense, at NextCure’s cost and should NextCure decide not to defend or fail to defend any decision such claim, suit, or proceedings by a Third Party relating to settle a NextCure Target within thirty (30) days of notice of such Third-Party Claimclaim, suit, or proceeding, then Lilly will be entitled to take over, at its option, the right to defend such infringement proceedings and the control of any such defense; provided, however, that, the Parties shall be responsible for refer to the JPC any expenses of strategy dispute between the Indemnitee in connection Parties with the respect to defense of such Third-Party Claim so long as claim, suit or proceeding for good faith discussion and resolution, and, in the Indemnitor continues event that the JPC cannot resolve such strategy, (a) NextCure shall not have the right to defend such infringement relating to a Lilly Target, Lilly Compound and/or Lilly Product if, in Lilly’s sole discretion, Lilly (subsequent to such JPC referral) determines such defense until the final resolution should not be made as a matter of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection strategy and (b) belowLilly shall not have the right to defend such infringement relating to a NextCure Target, both the Indemnitor and the Indemnitee must approve NextCure Compound and/or NextCure Product if, in NextCure’s sole discretion, NextCure (subsequent to such JPC referral) determines such defense should not be made as a matter of strategy. Neither Party shall enter into any settlement that affects any of a Third-Party Claim. A failure by the Indemnitee other Party’s rights or interests without such other Party’s prior written consent, not to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld, conditioned or delayed.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer Purchaser has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser and each of the Subsidiaries (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. (a) If any claim or liability (the facts presumably constitute a “Third-Claim under this Agreement, the Indemnifying Party Claim”) should shall be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and entitled to assume the defense or the legal proceeding thereof, by means of such Third-Party Claim anda written notice addressed to the Protected Parties, including the hiring of counsel or accountants, at its own cost and expense. Each one of the Protected Parties shall have the right to use counsel independently from counsel retained by the Indemnifying Party, in connection therewith, any legal action and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claimparticipate in it. The fees and expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim counsel retained by the Protected Parties shall be borne by the Indemnitor. at all times for its exclusive account. (b) If the Indemnitor agrees to Indemnifying Party does not assume the defense or legal proceeding of any Third-Party a Claim within (i) fifteen (15) days from the notice thereof (either provided by ANDINA or by CMF) or (ii) within the period in writing within 20 days after which it is necessary to make a defense in a legal proceeding, whichever is the Claim Notice of such Third-Party Claim has been deliveredlesser, through counsel reasonably satisfactory to Indemniteethe Protected Parties, then as the Indemnitor case may be, shall be entitled to control settle, compromise or agree upon a conciliation with respect to that claim, without the conduct consent of such defensethe Indemnifying Party. (c) CMF or the Indemnifying Party shall not agree upon the settlement of any claim which determines: (i) an indemnification that does not consist of the payment of monetary damages, and any decision to settle such Third-Party Claimor (ii) that could produce an adverse impact or effect on the Business or on the financial condition of CMF, and without the prior written consent of all the Protected Parties. The Protected Parties shall not be responsible for any expenses settlement or conciliation of a Claim asserted by the Indemnifying Party or CMF, without said consent. (d) Whether the Indemnifying Party elects or not to defend or submit said Claim in a legal proceeding, CMF and all the parties that execute this Agreement shall cooperate in the defense or legal process thereof and shall deliver the registries, information and testimonies that may be necessary and reasonably requested; and shall attend the meetings, summons, testimonials, hearings, lawsuits and appeals that may be reasonably requested in connection therewith. Whenever the law so determines, or by virtue of a written agreement of the Indemnitee in connection with Parties, the defense Indemnifying Party may subrogate all its rights of such Third-Party Claim so long CMF or the Protected Parties, as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurecase may be.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and AWS (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Parent Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has the Holding Parties have an indemnification obligation under the terms of Section 12.16.1, then the Indemnitee shall notify Buyer the Holding Parties (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Third- Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne home by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Third- Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any a third‑party action, suit, claim or liability demand (a “Third-Third Party Claim”) should be asserted against any is involved, then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have fifteen (15) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”) by a third party after Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Closing for which Buyer has an indemnification obligation under Indemnitee and at its sole risk and expense, the terms good faith settlement or defense of Section 12.1such claim, then and the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give cooperate with the Indemnitor a in connection therewith; provided: (a) all settlements require the prior reasonable opportunity to take part in any examination consultation with the Indemnitee and the prior written consent of the books and records Indemnitee, which consent shall not be unreasonably withheld, provided that the Indemnitor may settle any such claim without the prior consent of the Indemnitee relating if such settlement involves the full release of the Indemnitee and the Indemnitor agrees to pay all amounts payable pursuant to such Third-Party Claim settlement, and (b) the Indemnitee shall be entitled to assume participate in such settlement or defense through counsel chosen by the defense Indemnitee (the fees and expenses of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim counsel shall be borne by the Indemnitee). So long as the Indemnitor is contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such claim at any time; provided, that in such event, the Indemnitee shall waive any right of indemnification 58 therefor by the Indemnitor. If the Indemnitor agrees does not make a timely election to assume undertake the good faith defense or settlement of any Third-the claim as aforesaid, or if the Indemnitor fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnitee shall have the right to contest, settle or compromise the claim at its exclusive discretion, retaining its right to seek indemnification from Indemnitor. In addition, if an Indemnitee (a) determines in good faith that a Third Party Claim in writing within 20 days after the Claim Notice may materially and adversely affect it or any of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall its Affiliates other than as a result of monetary damages for which it would be entitled to control indemnification under this Agreement, or (b) in the conduct good faith opinion of counsel of such defenseparty concludes that there are defenses available to it that may be unavailable to, and any decision or inconsistent with or contrary to the interests of the Indemnitor, the Indemnitee may, by notice to the Indemnitor, retain the exclusive right to defend, compromise or settle such Third-Third Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect retaining its right to any Third-Party Claim the defense of which has been assumed by the seek indemnification from Indemnitor. Except as provided in subsection (b) belowIn any event, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure shall fully cooperate with each other in connection with the defense, including by furnishing all available documentary or other evidence as is reasonably requested by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureother party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In the event any person or entity not a party to this Agreement shall make a demand or claim, file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters embraced by the indemnity under this Agreement, or in the event that a “Third-Party Claim”) should be asserted against potential loss, damage or expense comes to the attention of any party in respect of matters embraced by the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation indemnity under the terms of Section 12.1this Agreement, then the Indemnitee party receiving notice or aware of such event shall promptly notify Buyer the other party or parties of the demand, claim or lawsuit. Within ten days after notice by the Indemnified Party (the “Indemnitor”"Notice") within 20 days after to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the Third-next sentence, the Indemnifying Party Claim is asserted shall have the option, at its sole cost and expense, to retain counsel for the Indemnified Party, to defend any such demand, claim or lawsuit, provided that counsel who shall conduct the defense of such demand, claim or lawsuit shall be approved by a third party the Indemnified Party whose approval shall not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to participate in the defense of any suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, however, if (said notification being referred a) the named parties to as a “Claim Notice”any such proceeding (including any impleaded parties) include both the Indemnifying Party and give the Indemnitor a reasonable opportunity Indemnified Party and representation of both parties by the same counsel would be inappropriate due to take part actual or potential differing interests between them (other than differing interests associated with an Indemnifying Party's obligation to indemnify), or (b) the employment of counsel by such Indemnified Party has been authorized in any examination of writing by the books and records of Indemnifying Party, or (c) the Indemnitee relating to such Third-Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-such demand, claim or lawsuit, shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party; provided, however, that if a firm written offer is made by the third party to settle any claim, which involves only the payment of cash (United States dollars) and the claimant provides to the Indemnified Party Claim a general release in writing within 20 days after a form reasonably acceptable to the Claim Notice Indemnified Party from all liability, and the Indemnifying Party proposes to accept (and pay in full the amount of ) such Third-settlement but the Indemnified Party Claim has been deliveredrefuses to consent to such settlement, through counsel reasonably satisfactory to Indemnitee, then then: (i) the Indemnitor Indemnifying Party shall be entitled to control the conduct of such defenseexcused from, and any decision to settle such Third-the Indemnified Party Claim, and shall be solely responsible for any expenses for, all further defense costs related to such third-party claim; (ii) the maximum reimbursement amount relating to such third-party claim shall be the amount of the Indemnitee in connection with the proposed settlement (plus any defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed costs not paid by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Indemnifying Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only prior to the extent rejection of the settlement) if the amount thereafter recovered from the Indemnified Party on such claim is greater that the Indemnitor is materially and adversely prejudiced by such failure.amount of the proposed settlement; and;

Defense. If any a third-party action, suit, claim or liability demand (a “Third-Third Party Claim”) should be asserted against any gives rise to an Indemnitor’s obligation to provide indemnification under Section 7.1 or Section 7.2, then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have ten (10) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Indemnitee and at its sole risk and expense, the good faith defense of such claim, provided that (i) by a third party after Indemnitor acknowledges and accepts in writing full liability for the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1applicable Indemnification Matter, then and the Indemnitee shall notify Buyer cooperate with the Indemnitor in connection therewith; (ii) such Third Party Claim involves (and continues to involve) solely monetary damages which are not reasonably likely, in the Indemnitee’s discretion, to exceed the amount of the Indemnity Escrow Amount deposited and remaining in the Indemnity Escrow Amount; (iii) such Third Party Claim does not relate to or arise in connection with any criminal action, the Indemnitee’s relationship with any customer, supplier, manufacturer or employee, any investigation, audit or Third Party Claim of any Governmental Authority; and (iv) the Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of the Indemnitor’s ability to defend, satisfy and discharge such Third Party Claim (collectively, the “IndemnitorDefense Conditions”) within 20 days after ). Any Indemnitee shall have the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part employ separate counsel in any examination of the books and records of the Indemnitee relating to such Third-Third Party Claim and to assume participate in the defense thereof, but the fees and expenses of such counsel shall not be an expense of the Indemnitor unless (a) the Indemnitor shall have failed, within ten (10) calendar days after the Indemnification Notice is given by the Indemnitee as provided in the preceding sentence, to undertake, conduct and control the defense of such Third-Third Party Claim andClaim, (b) any of the Defense Conditions fails to be satisfied, (c) the employment of such counsel has been specifically authorized by the Indemnitor, (d) there exists, in connection therewiththe Indemnitee’s discretion, to conduct any proceedings or negotiations relating thereto a conflict between the interests of the Indemnitor and necessary or appropriate to defend the Indemnitee and/or settle or (e) a defense exists, in the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiationsIndemnitee’s discretion, proceedings, contests, lawsuits or settlements with respect for the Indemnitee which is not available to any Third-Party Claim shall be borne by the Indemnitor. If the Defense Conditions are satisfied and the Indemnitor agrees elects to assume undertake, conduct and control the defense of any Third-a Third Party Claim in writing within 20 days after as provided herein, then: (i) the Claim Notice Indemnitor will not be liable for any settlement of such Third-Third Party Claim has been deliveredeffected without its consent, through counsel reasonably satisfactory which consent will not be unreasonably withheld or delayed; (ii) the Indemnitor may settle such Third Party Claim without the consent of the Indemnitee only if (a) all monetary damages payable in respect of the Third Party Claim are paid by the Indemnitor, (b) the Indemnitee receives a full, complete and unconditional release in respect of the Third Party Claim without any admission or finding of obligation, Liability, fault or guilt (criminal or otherwise) with respect to the Third Party Claim, and (c) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnitee or any of its Affiliates; and (iii) the Indemnitor may otherwise settle such Third Party Claim only with the written consent of the Indemnitee, then which consent will not unreasonably be withheld or delayed. Notwithstanding anything above in this Section 7.3.2, the Indemnitor Investors shall be entitled to control any Third Party Claim with respect to which the conduct Defense Conditions are not satisfied, including, for the avoidance of such defense, and doubt any decision Third Party Claims brought by a Governmental Authority. If the Indemnitor fails to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection proceed with the good faith defense or settlement of any Third Party Claim after making an election to undertake, conduct and control the good faith defense of such Third-Party Claim so long as claim, then, in either such event, the Indemnitor continues Indemnitee shall have the right to contest, settle or compromise such defense until claim at its exclusive discretion, at the final resolution risk and expense of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If The Parties, working through the JSC, shall cooperate to defend any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation such claims under the strategy, terms and conditions as may be authorized by the JSC. The JSC shall designate one Party as the leading Party for such defense. The Parties shall make decisions with regard to such actions covered by this Section 9.6 jointly through the JSC in accordance with the provisions of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”Sections 2.5(b) and give the Indemnitor a reasonable opportunity 2.5(c), provided that any unresolved disputes shall not be subject to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim settlement by expedited arbitration and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense case of any Third-unresolved dispute, each Party Claim named as a defendant in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor action shall be entitled upon written notice to control defend itself in such matter independently by counsel of its own choice and at its own expense; provided, that each Party shall inform the conduct other Party of the progress of such defensedefense [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and any decision filed separately with the Securities and Exchange Commission pursuant to settle such Third-Party Claim, and shall be responsible for any expenses Rule 406 of the Indemnitee in connection Securities Act of 1933, as amended. and, if reasonably requested by the other Party, shall reasonably cooperate with the defense of such Third-Party Claim other Party. For so long as the Indemnitor continues Parties continue to pursue such matter jointly through the JSC, all costs and expenses of any defense actions under this Section 9.6(b) shall be [ * ]. In any action pursued jointly by the Parties through the JSC, the non-leading Party shall reasonably cooperate with the leading Party, including if required to conduct such defense, furnishing a power of attorney. The non-leading Party shall have the right to confer, through the JSC, with the leading Party in any such defense until and the final resolution leading Party shall consider in good faith such input from the non-leading Party. If either Party desires to be released from the cost-sharing obligation described above, then such Party (a “Removed Party”) shall be entitled, upon thirty (30) days prior written notice to the JSC, to be released from sharing such costs and the matter shall thereafter be handled and pursued at the discretion of the continuing Party (a “Continuing Party”). Following the end of such Third-thirty (30) day notice period, the Continuing Party Claimshall bear all costs and expenses for the continuation of the matter. The Indemnitor Removed Party shall be responsible for paying all settlements made or judgments entered with respect promptly and reasonably cooperate to any Third-Party Claim support the defense efforts of the Continuing Party. In any event, the Removed Party shall forego its rights to separate representation in any matter from which it has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurewithdrawn.

Defense. If any claim or liability (i) Within thirty (30) days after delivery of an Indemnification Notice with respect to a “Third-Third Party Claim”) should be asserted against any , the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the Seller defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Parties Party; provided that (A) the “Indemnitees”Indemnifying Party may only assume control of such defense if (1) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (2) the ad damnum in such Third Party Claim, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount of Losses for which the Indemnifying Party is potentially liable under this Article IX in connection with such Third Party Claim, and (B) the Indemnifying Party may not assume control of the defense of any Third Party Claim (I) by a third party after Governmental Entity involving criminal Liability or (II) in which equitable relief (other than incidental equitable relief in any pleadings seeking such remedies as may be deemed appropriate by the Closing for which Buyer has an indemnification obligation under court) is sought against the terms Indemnified Party or any of Section 12.1, then its Affiliates. The Indemnified Party is hereby authorized (but not obligated) prior to and during the Indemnitee shall notify Buyer thirty (the “Indemnitor”30) within 20 days after the Third-Party Claim is asserted by a third party (said notification being day period referred to as a “Claim Notice”) in the preceding sentence to file any motion, answer or other pleading and give the Indemnitor a reasonable opportunity to take part in any examination of other action which the books and records of Indemnified Party shall deem necessary or appropriate to protect its interests. (ii) If the Indemnitee relating to such Third-Indemnifying Party Claim and so elects to assume the defense of such Third-a Third Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteeas permitted under Section 9.4(b)(i), then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the reasonable fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof unless the Indemnified Party reasonably concludes (upon the advice of such Third-outside counsel) that the Indemnifying Party Claim so long as and the Indemnitor continues such defense until the final resolution of such Third-Indemnified Party Claim. The Indemnitor shall be responsible for paying all settlements made have conflicting interests or judgments entered different defenses available with respect to any Thirdsuch Third Party Claim, in each case such that it is in appropriate for a single outside counsel to represent both parties. Subject to Section 9.4(b)(iii), the Non-controlling Party Claim may participate in the defense of which has been assumed by the Indemnitor. Except as provided in subsection any Third Party Claim at its own expense (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent otherwise contemplated by the preceding sentence), it being understood, however, that the Indemnitor Controlling Party shall control such defense in all respects. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Controlling Party and the Non-controlling Party shall reasonably cooperate in the defense, prosecution and/or settlement of any Third Party Claim, which cooperation shall include the retention and (upon the Controlling Party’s request) the provision to the Controlling Party of records that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim unless (A) such settlement or judgment (i) is materially solely for money damages and adversely prejudiced the Indemnifying Party agrees to pay all such money damages, (2) includes a complete and unconditional release of the Indemnified Party and its Affiliates from further Liability, (3) involves no admission of wrongdoing by the Indemnified Party or any of its Affiliates and (4) excludes any injunctive or non-monetary relief applicable to the Indemnified Party or any of its Affiliates or (B) the Indemnified Party consents thereto. If the Indemnifying Party is not permitted to under the terms of this Agreement, chooses not to, or does not, assume the defense of a Third Party Claim or fails to defend such failureThird Party Claim actively and in good faith, then the Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim at the expense of the Indemnifying Party; provided, however, the Indemnified Party shall not compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party (a “Third-Party Claim”) after the Closing for which Buyer has Buyers have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Buyers and LLC (collectively referred to as the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any a third-party action, suit, claim or liability demand (a “Third-Third Party Claim”) should be asserted against any gives rise to an Indemnitor’s obligation to provide indemnification under Section 8.1 or Section 8.2 then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have ten (10) Business Days after said notice is delivered to the “Indemnitees”Indemnitor to elect, by written notice given to the Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to 40 the Indemnitee and at its sole risk and expense, the good faith defense of such claim, provided that (i) by a third party after Indemnitor acknowledges and accepts in writing its obligation to fully indemnify the Closing Indemnitee for which Buyer has an indemnification obligation under the terms of Section 12.1applicable Indemnification Matter, then and the Indemnitee shall notify Buyer cooperate with the Indemnitor in connection therewith; (ii) such Third Party Claim involves (and continues to involve) solely monetary damages; and (iii) such Third Party Claim does not relate to or arise in connection with (x) any criminal action, (y) the Indemnitee’s relationship with any supplier or employee or (z) a dispute between the applicable Indemnitee, on the one hand, and a Governmental Authority, on the other hand (collectively, the “IndemnitorDefense Conditions”) within 20 days after ). Any Indemnitee shall have the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part employ separate counsel in any examination of the books and records of the Indemnitee relating to such Third-Third Party Claim and to assume participate in the defense thereof. The Indemnitor shall not be entitled to undertake, conduct or control a Third Party Claim if (a) the Indemnitor shall have failed, within ten (10) Business Days after the Indemnification Notice is given by the Indemnitee, to undertake, conduct and control the defense of such Third-Third Party Claim andClaim, in connection therewith(b) any of the Defense Conditions fails to be satisfied, to conduct any proceedings or negotiations relating thereto (c) there exists a conflict between the interests of the Indemnitor and necessary or appropriate to defend the Indemnitee and/or settle or (d) a defense exists for the Third-Party Indemnitee which is not available to the Indemnitor. If any of conditions (a) through (d) in the preceding sentence exist, the Indemnitor shall be liable to Indemnitee for all costs and fees incurred by Indemnitee in the defense of the Claim. The expenses (including , including, but not limited to, reasonable attorneys’ fees. If the Defense Conditions are satisfied and the Indemnitor elects to undertake, conduct and control the defense of a Third Party Claim as provided herein, then: (i) the Indemnitor will not be liable for any settlement of such Third Party Claim effected without its consent, which consent will not be unreasonably withheld, delayed or conditioned; (ii) the Indemnitor may settle such Third Party Claim without the consent of the Indemnitee only if (A) all negotiationsmonetary damages payable in respect of the Third Party Claim are paid by the Indemnitor, proceedings(B) the Indemnitee receives a full, contestscomplete and unconditional release in respect of the Third Party Claim without any admission or finding of obligation, lawsuits Liability, fault or settlements guilt (criminal or otherwise) with respect to the Third Party Claim, and (C) no injunctive, extraordinary, equitable or other relief of any Third-kind is imposed on the Indemnitee or any of its Affiliates; and (iii) the Indemnitor may otherwise settle such Third Party Claim shall be borne by only with the Indemnitor. If written consent of the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor which consent will not unreasonably be withheld, delayed or conditioned. Notwithstanding anything above in this Section 8.3.2, (i) Buyer shall be entitled to control any Third Party Claim brought by a Governmental Authority and (ii) an Indemnitee shall not settle any Third Party Claim without the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses consent of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of (which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice consent shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld, delayed or conditioned).

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Buyer Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer Seller has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) Seller within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits lawsuits, or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorSeller. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to IndemniteeBuyer Indemnified Parties, then the Indemnitor Seller shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor Seller continues such defense until the final resolution of such Third-Party Claim. The Indemnitor Seller shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorSeller. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Seller to timely give the Claim Notice shall not excuse Indemnitor Buyer Indemnified Parties from any indemnification liability except only to the extent that the Indemnitor is Buyer Indemnified Parties are materially and adversely prejudiced by such failure.

Defense. If the facts pertaining to a Loss arise out of the ------- claim of any third party, or if there is any claim against a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within (i) thirty (30) days upon receipt of notice of a claim not involving a lawsuit or liability proceeding, or (ii) fifteen (15) days following its receipt of the notice of such claim involving a “Third-lawsuit or proceeding, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party Claim”shall use its best efforts to take all action (not including settlement) should reasonably necessary to protect against further damage or loss with respect to the Loss and comply with the terms and conditions of the Escrow and Indemnity Agreement; and, provided further that the Indemnity Obligor can only assume the defense if (a) the claim does not exceed the funds placed in escrow under the Escrow and Indemnity Agreement, or (b) the Indemnity Obligor (i) provides commercially reasonable evidence that it will have sufficient financial resources to defend the claim and satisfy its indemnification obligations, and (ii) the Indemnity Obligor conducts the defense of the claim actively and diligently. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate therein, but the fees and expenses of such counsel shall be asserted at the Indemnified Party's own expense. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. If a claim is based on any suit or proceeding by a third party for infringement which gives rise to a IP Claim resulting in Acquiror's use of the Software being enjoined or otherwise restricted, the Indemnity Obligor, if it elects to assume defense of such proceeding after receiving notice hereunder, shall be entitled at its sole expense to do any of the following: (i) procure for Acquiror the unrestricted right to continue using the Software, (ii) modify the Software so that it becomes noninfringing, (iii) settle the third party's infringement claim in a manner that gives Acquiror the unrestricted rights to the software being enjoined or otherwise restricted, or (iv) pay the indemnified party's claim as provided in this Article, provided that any settlement under this sentence shall require Parent's prior written approval which shall not be unreasonably withheld. Acquiror shall comply with any settlement or court order made in connection with such proceeding in the foregoing sentence provided that such compliance by Acquiror shall not limit the Indemnity Obligor's indemnification obligations hereunder. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld. Before any claim may be brought against any of the Seller Indemnified Parties (Company or Company Indemnitors, the “Indemnitees”) by a third party after funds in escrow established pursuant to the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) Escrow and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall Indemnity Agreement will be borne used first by the Indemnitor. If the Indemnitor agrees Company and Company Indemnitors to assume the defense of pay any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defenseclaims made under this Article IX, and any decision Acquiror hereby authorizes the Company and Company AGREEMENT AND PLAN REORGANIZATION PAGE 36 Indemnitors to settle such Third-Party Claim, and shall be responsible for any expenses claims without consent of the Indemnitee Acquiror to the extent of the funds in connection with the defense such escrow. Company and Company Indemnitors may also settle any claim for which they are Indemnity Parties without consent of such Third-Party Claim Acquiror so long as the Indemnitor continues such defense until payment or performance does not either (y) exhaust the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed funds escrowed by the IndemnitorEscrow and Indemnity Agreement or (z) not exceed the maximum liability amounts set forth below. Except as provided Settlements requiring performance or payment in subsection (b) below, both excess of the Indemnitor and maximum liability amounts shall require the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureAcquiror's prior written consent.

Defense. If the facts relating to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within 15 days following its receipt of Section 12.1the notice of such claim, then elect to assume the Indemnitee defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a use its commercially reasonable opportunity efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the books Indemnified Party's own expense, unless (i) the employment thereof has been specifically authorized by the Indemnity Obligor, (ii) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and records in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (iii) the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has failed to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, then all the Indemnitor parties hereto shall be entitled to control cooperate in the conduct of such defense, and any decision to settle such Third-Party Claim, defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be responsible reasonably requested in connection therewith. The Indemnity Obligor shall not be liable for any expenses settlement of any such claim effected without its prior written consent. In the Indemnitee event of payment by the Indemnity Obligor to the Indemnified Party in connection with any Loss arising out of a third party claim, the defense Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such Third-Party Claim so long as the Indemnitor continues third party relating to such defense until the final resolution of such Third-Party ClaimLoss. The Indemnitor Indemnified Party shall be responsible for paying all settlements made or judgments entered cooperate with respect to the Indemnity Obligor in prosecuting any Third-subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the Indemnified Party Claim without the defense consent of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted Proceeding referred to in Section 10.9.1 is brought against any an indemnified party and it gives notice to the indemnifying party of the Seller Indemnified Parties commencement of such Proceeding, the indemnifying party will, unless the claim is a Tax Claim, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the “Indemnitees”) by indemnifying party is also a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Third-Party Claim Proceeding with counsel satisfactory to the indemnified party and, in connection therewith, after notice from the indemnifying party to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) indemnified party of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees its election to assume the defense of any Third-Party Claim in writing within 20 days after such Proceeding, the Claim Notice of such Third-Party Claim has been deliveredindemnifying party will not, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of as long as it diligently conducts such defense, and any decision be liable to settle such Third-Party Claim, and shall be responsible the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnitee indemnified party in connection with the defense of such Third-Party Claim so long as Proceeding, other than reasonable costs of investigation. If the Indemnitor continues such indemnifying party assumes the defense until of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the final resolution claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such Third-Party Claim. The Indemnitor shall claims may be responsible for paying all settlements effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made or judgments entered against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnifying party will have no liability with respect to any Third-Party Claim compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of which has been assumed such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureindemnified party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits lawsuits, or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If Subject to the limitations, exclusions and conditions set forth in this Agreement, if an unaffiliated third party initiates any claim claim, suit or liability other legal action (any of the foregoing, a “"Third-Party Claim”") should against you alleging that your use of the Software infringes any United States patent issued or published as of the Effective Date or any United States copyright existing as of the Effective Date (collectively, "Third-Party Rights"), then PSIGEN will (i) defend you against, or at PSIGEN's option settle (in either case, at PSIGEN's sole discretion and under PSIGEN's sole control), such Third-Party Claim, and (ii) indemnify you against damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) that are included in a final judgment (without right of appeal) against you or in a settlement approved by PSIGEN and that are attributable to your use of the Software. PSIGEN will be asserted relieved of the foregoing obligations, and you will not be entitled to have PSIGEN defend or indemnify you against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted under this Section 12, unless: (A) all applicable license fees for your Software license that were due and payable to PSIGEN (whether payable by a third party (said notification being referred to as a “Claim Notice”you, an applicable Authorized Reseller or any other party) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating prior to such Third-Party Claim have been timely paid in full; (B) you are in compliance with, and at all times prior to assume such Third-Party Claim have performed and complied with, all of your covenants and obligations under this Agreement; (C) you give PSIGEN written notice of any such Third-Party Claim (including the applicable allegations and relevant details relating thereto) within ten (10) days after you first receive notice or otherwise become aware of such Third-Party Claim by sending an email to xxxxxxxxxx@xxxxxx.xxx with the phrase "Software Infringement Claim - Indemnification Request" stated in the subject line; (D) you permit PSIGEN to assume, control and conduct the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto with legal counsel of PSIGEN's choice and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Third- Party ClaimClaim at PSIGEN's sole discretion; and (E) you fully cooperate with, and shall be responsible for provide assistance to, PSIGEN, as reasonably requested by PSIGEN, in any expenses of the Indemnitee investigation and/or defense conducted by PSIGEN in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Notwithstanding clause (D) above, you may participate in the defense of the applicable Third-Party Claim the defense at your own expense with legal counsel of which has been assumed by the Indemnitor. Except as provided in subsection (b) belowyour choice; provided, both the Indemnitor and the Indemnitee must approve however, you will not enter into any settlement of a Third-Party Claimthat obligates PSIGEN to incur any liability, obligation or expense (including, without limitation, under this Section 12) or make any admission without PSIGEN's prior written consent. A failure In addition, PSIGEN will not be liable for any costs or expense incurred by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureyou without PSIGEN's prior written authorization.

Defense. If the facts relating to a Loss arise out a Third Party Claim, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms Loss, the Indemnity Obligor shall, by giving written notice to the Indemnified Party within 15 days following its receipt of Section 12.1the notice of such claim, then assume the Indemnitee defense or the prosecution thereof, including the employment of counsel or accountants, reasonably satisfactory to the Indemnified Party, at its cost and expense; provided, however, that during the interim the Indemnified Party shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity use its best efforts to take part all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any examination such action and to participate therein, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnity Obligor, (b) such Indemnified Party has been advised by counsel reasonably satisfactory to the Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and counsel to each of the books Indemnified Party and records the Indemnity Obligor shall have advised such parties that representation of both parties by the Indemnitee relating same counsel would be inappropriate due to such Third-Party Claim and actual or potential differing interests between them or (c) the Indemnity Obligor has failed to assume the defense of such Third-Party Claim andaction. Whether or not the Indemnity Obligor defends or prosecutes such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trial as may be reasonably requested in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) Indemnity Obligor shall not be liable for any settlement of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne such claim effected without its prior written consent. In the event of payment by the Indemnitor. If Indemnity Obligor to the Indemnitor agrees to assume the defense Indemnified Party in connection with any Loss arising out of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-a Third Party Claim, the Indemnity Obligor shall be subrogated to and shall be responsible for any expenses stand in the place of the Indemnitee Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the defense Indemnified Party without the consent of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnified Party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties The party to provide indemnification (the “IndemniteesIndemnifying Party”) shall (subject to the limitations set forth in subsection 7.2(c) below and subject to the following sentence), at its own expense, by a third party after written notice to the Closing for which Buyer has an indemnification obligation under Indemnified Party, assume the terms entire control of, subject to the right of Section 12.1the Indemnified Party to participate (at its expense and with counsel of its choice) in, then the Indemnitee shall notify Buyer (defense of the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted as to which such Notice of Claim has been given. All expenses, fees, and costs associated with the defense of such Third Party Claim by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination Representative on behalf of the books Stockholders as Indemnifying Party shall be first paid from the Escrowed Cash and records then (should such amount be fully extinguished) from the proceeds from the sale of the Indemnitee relating to such Third-Escrowed Shares. If the Indemnifying Party Claim and is permitted to assume the defense of a Third Party Claim: (i) the Indemnifying Party shall diligently and in good faith defend such Third-Third Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend shall keep Indemnifying Party reasonably informed of the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct status of such defense; provided, however, that in the case of any settlement providing for remedies other than monetary damages for which indemnification is provided, the Indemnifying Party shall have the right to approve the settlement, which approval will not be unreasonably withheld, conditioned, or delayed; (ii) Indemnified Party shall cooperate fully in all respects with the Indemnifying Party in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel (which counsel shall be reasonably acceptable to the Indemnified Party), and any decision Indemnified Party shall make available to settle such Third-the Indemnifying Party Claimall pertinent information and documents under its control; and (iii) for purposes of clarification, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that Stockholders are required to act as an Indemnifying Party pursuant to this Article VII, at such time after the Indemnitor Escrowed Cash is materially fully exhausted, the Representative shall be entitled on their behalf, without reference to and adversely prejudiced by regardless of any lock ups or restrictions that would otherwise be applicable to the Escrowed Shares (and subject to applicable securities laws), to sell or pledge such failureEscrowed Shares at any time during the Escrow Period to assist in the defense of and/or to pay any Losses. The parties agree to take all steps necessary, including execution of subsequent documentation, in order to enable Representative to act in accordance with this Article VII.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has Buyers have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Buyers (collectively, the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and MCI (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify each Buyer (collectively, the “Indemnitor”) within 20 twenty (20) days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 twenty (20) days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If Except as set forth in Section 11.5(d) hereof, if any action, suit or proceeding is commenced, or any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) demand is asserted, by a third party not Affiliated with any party hereto against a party hereto (the "Indemnitee") in respect of which the Indemnitee proposes to demand indemnification under Section 11.1 or 11.2 above, the party from which indemnification is sought (the "Indemnitor") shall have the right to assume the entire control thereof (including the selection of counsel reasonably acceptable to the Indemnitee), subject to the right of the Indemnitee to participate (with counsel of its choice reasonably acceptable to the Indemnitor but at the Indemnitee's expense) in the defense, compromise or settlement thereof; provided, however, if the claim or demand is one for which both parties hereto are responsible, then both parties shall jointly assume the defense thereof with counsel reasonably acceptable to each party, and neither party may compromise or settle such claim or demand without the other party's consent, which consent will not be unreasonably denied or withheld. The Indemnitee shall notify the Indemnitor at the earliest practical time after the Closing Indemnitee becomes aware of the circumstance, event or activity which gives rise to the asserted obligation of indemnity, it being understood that failure to provide such notice shall not affect the Indemnitee's right to indemnification hereunder, except to the extent the Indemnitor shall have been prejudiced as a result of such failure (and the Indemnitor shall not be liable for any attorney fees or expenses incurred during the period in which Buyer has an indemnification obligation under the terms of Section 12.1Indemnitor shall have failed to give such notice). With respect to any actions, then suits, proceedings, claims or demands as to which the Indemnitor shall not have exercised its right to assume the defense, the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) assume and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume control the defense of and contest such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto action with counsel chosen by it and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne approved by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim , which approval shall not be unreasonably withheld, in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then which case the Indemnitor shall be entitled to control participate in the conduct defense of such defense, action (the cost of such participation to be at its own expense) and any decision to settle such Third-Party Claim, and the Indemnitor shall be responsible for any obligated to pay the reasonable attorneys' fees and expenses of the Indemnitee to the extent that such fees and expenses relate to claims as to which indemnification is due under this Article XI and subject to the limitations contained in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claimthis Agreement. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both Both the Indemnitor and the Indemnitee must approve shall cooperate fully in all respects with one another in any settlement such defense, compromise or settlement, including, without limitation, by making available to the other all pertinent information and personnel under its direct or indirect control, and the parties agree that such cooperation will be carried out in a way so as not to waive any applicable or available attorney-client privilege, and the parties will take all measures to protect such privilege. Neither party shall compromise or settle any such action, suit, proceeding, claim or demand without prior written consent of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice other party, which consent shall not excuse Indemnitor from be unreasonably withheld or delayed, provided, however, that a party may so compromise or settle, after consultation with the other party, (i) if such compromise or settlement involves solely the payment of money damages and/or the granting of releases, provided that no such compromise, settlement or release shall acknowledge liability for future acts or obligate any indemnification liability Xxxxxxxx Indemnitee with respect to any post-Closing activities of the Business or, except only for the Assumed Liabilities, obligate any Purchaser Indemnitee with respect to any pre-Closing activities of the Business, (ii) if all claimants provide a release (reasonably acceptable to such Indemnitees) in favor of Indemnitees, and (iii) if all claimants agree in writing to maintain the facts and circumstances of the settlement confidential to the extent permitted by applicable law). This Section 11.3 shall not apply to direct claims of any Xxxxxxxx Indemnitee against Purchaser or Silgan or of any Purchaser Indemnitee against Xxxxxxxx, that the Indemnitor is materially and adversely prejudiced are not based upon claims asserted by such failurethird parties.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer and Leasco (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has Buyers have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Buyers (the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor Indemnitors a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor Indemnitors continues such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor Indemnitors and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor Indemnitors from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-The Indemnified Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give permit the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Claim and any litigation resulting therefrom (and to prosecute by way of counterclaim or third party complaint any claim against such third party arising out of or relating to the Claim in question) upon receipt by the Indemnified Party Claim and, in connection therewith, of the Indemnitor's written acknowledgment of its obligation to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend indemnify the Indemnitee and/or settle the Third-Indemnified Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to the Claim and agreement to assume the defense of all claims or counts of such Claim. After giving such written agreement, the Indemnitor shall not be liable under this Agreement for any Third-legal or other expenses subsequently incurred by the Indemnified Party Claim in connection with such defense but the Indemnitor shall be borne responsible for all such expenses incurred by the Indemnified Party in connection with the Claim prior to the assumption of the defense by the Indemnitor. Notwithstanding the foregoing, any Indemnified Party shall be entitled to conduct its own defense at the cost and expense of the Indemnitor if the Indemnified Party can establish, by reasonable evidence, that the conduct of its defense by the Indemnitor would reasonably be likely to prejudice the Indemnified Party due to the nature of any claims or counterclaims presented or by virtue of a conflict between the interest of the Indemnified Party and the Indemnitor, and provided further that in any event the Indemnified Party may participate in such defense at its own expense. Counsel selected by the Indemnitor or by the Indemnified Party to defend any Claim shall be subject to the reasonable approval of the other party. If the Indemnitor agrees fails to assume the defense of any Third-Party such Claim as provided above within a reasonable time (which shall be such period of time as will not, in writing within 20 days the reasonable judgment of the Indemnified Party, result in prejudice to the rights of the Indemnified Party) after the Claim Notice of such Third-Party Claim due notice has been delivered, through counsel reasonably satisfactory to Indemniteegiven of a Claim, then until such time as the Indemnitor shall make such assumption, the Indemnified Party shall have the right to prosecute and conduct its own defense by counsel of its choice; provided, however, that the Indemnified Party may not enter into any compromise or settlement thereof without the consent of the Indemnitor, which consent shall not be entitled to control the conduct of such defenseunreasonably withheld, and any decision to settle such Third-Party Claim, and conditioned or delayed. Such defense shall be responsible for any expenses at the cost and expense of the Indemnitee in connection with the defense of such Third-Party Claim so long as Indemnitor if the Indemnitor continues subsequently assumes such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) belowabove, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent or if it is subsequently determined that the Indemnitor is materially or was obligated to indemnify the Indemnified Party with respect to such Claim. Notwithstanding the foregoing: (i) if a Claim seeks equitable relief; or (ii) if the subject matter of a Claim relates to the ongoing business of any of the Purchaser Indemnified Parties, which Claim, if decided against any of the Purchaser Indemnified Parties, would have a Material Adverse Effect on the ongoing business or reputation of any of the Purchaser Indemnified Parties, then, in each such case, the Purchaser Indemnified Parties alone shall be entitled to, acting as a reasonable person under similar circumstances, contest, defend and adversely prejudiced by settle such failureClaim in the first instance and, if the Purchaser Indemnified Parties do not contest, defend or settle such Claim, the Sellers' Representative shall then have the right to contest and defend (but not settle) such Claim.

Defense. (a) If any a third-party action, suit, claim or liability demand (a “Third-Party Claim”) should gives rise to an Indemnitor’s obligation to provide indemnification under Section 7.1 or Section 7.2 (other than with respect to Taxes which shall be asserted against any addressed in Section 8.7), then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have ten (10) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”) by a third party after the Closing for Indemnitee, to undertake, conduct and control, through counsel of its own choosing which Buyer has an indemnification obligation under the terms of Section 12.1, then is reasonably acceptable to the Indemnitee and at the Indemnitor’s sole risk and expense, the good faith defense of such claim, provided that, if the Indemnitor is the Securityholders, such Indemnitor shall notify Buyer not have the right to defend or direct the defense of any such Third-Party Claim if (the “Indemnitor”i) within 20 days after the Third-Party Claim is asserted directly by a third party (said notification being referred to as Person that is a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination supplier or customer of the books and records of Surviving Corporation, (ii) the Indemnitee relating to such Third-Party Claim and seeks an injunction or other equitable relief against the Indemnitee, (iii) the assumption of defense of the Third-Party Claim by the Indemnitor is reasonably likely to cause the Buyer Group to lose insurance coverage, or (iv) the Buyer Group or the insurer is required to assume the defense of such Third-Party Claim andpursuant to the R&W Policy (collectively, the “Defense Caveats”). (b) Any Indemnitee shall have the right to employ separate counsel in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the such Third-Party Claim. The expenses Claim and to participate in the defense thereof (including reasonable attorneys’ fees) except that the defense or prosecution of all negotiations, proceedings, contests, lawsuits or settlements with respect to any such Third-Party Claim shall be borne tendered to the insurance carrier maintained by the Indemnitor. If Buyer if required under the terms of such insurance policy), but the fees and expenses of such counsel shall not be an expense of the Indemnitor agrees to assume unless (i) the defense of any Third-Party Claim in writing Indemnitor shall have failed, within 20 ten (10) calendar days after the Claim Indemnification Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of is given by the Indemnitee as provided in connection with the preceding sentence, to undertake, conduct and control the defense of such Third-Party Claim so long as Claim, (ii) any of the Defense Caveats applies, (iii) the employment of such counsel has been specifically authorized by the Indemnitor, (iv) there exists, in the Indemnitee’s discretion, a conflict between the interests of the Indemnitor continues such and the Indemnitee, or (v) a defense until exists, in the final resolution Indemnitee’s discretion, for the Indemnitee which is not available to the Indemnitor. (c) If none of the Defense Caveats applies, and the Indemnitor elects to undertake, conduct, and control the defense of a Third-Party Claim as provided herein, then: (i) the Indemnitor will not be liable for any settlement of such Third-Party Claim. The Claim effected without its consent, which consent will not be unreasonably withheld or delayed; (ii) the Indemnitor shall be responsible for paying may settle such Third- Party Claim without the consent of the Indemnitee only if (A) all settlements made monetary damages payable in respect of the Third-Party Claim are paid by the Indemnitor, (B) the Indemnitee receives a full, complete and unconditional release in respect of the Third-Party Claim without any admission or judgments entered finding of obligation, Liability, fault or guilt (criminal or otherwise) with respect to the Third-Party Claim, and (C) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnitee or any of its Affiliates; and (iii) the Indemnitor may otherwise settle such Third-Party Claim only with the written consent of the Indemnitee, which consent will not unreasonably be withheld or delayed. (d) If the Indemnitor fails to proceed with the good faith defense or settlement of any Third-Party Claim after making an election to undertake, conduct and control the good faith defense of which has been assumed by such claim, then, in either such event, the Indemnitee shall have the right to contest, settle or compromise such claim at its discretion, at the risk and expense of the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability a Third Party Claim is made against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in the defense thereof at its sole cost and expense, and, if the Indemnifying Party so chooses, it shall have twenty (a “Third-Party Claim”20) should be asserted against any days from its receipt of the Seller Indemnified Parties Indemnification Notice (the “IndemniteesNotice Period”) to notify the Indemnified Party that it desires to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party shall not be entitled to assume the defense, and shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party, if (i) the claim for indemnification is with respect to a third party after criminal Action; (ii) the Closing for which claims seeks an injunction on, or other equitable relief against, the Indemnified Party; (iii) if the assumption of such defense by the Indemnifying Party would cause Buyer has an indemnification obligation to lose coverage under the Environmental Insurance Policy or the R&W Insurance Policy or Buyer or any insurer is required to assume such defense under the terms thereunder; or (iv) in the reasonable opinion of Section 12.1counsel for the Indemnified Party, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim there is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any examination of period during which the books and records of Indemnifying Party has not assumed the Indemnitee relating to such Third-defense thereof. If the Indemnifying Party Claim and so elects to assume the defense of such Third-a Third Party Claim and, (in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements accordance with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteethis Section 8.5(b)), then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the reasonable fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, however, that (i) prior to assuming the defense of such Third-Third Party Claim, the Indemnifying Party shall provide to the Indemnified Party an undertaking stating that such Indemnifying Party is able to and will assume the payment of all defense fees and costs and (ii) the Indemnifying Party’s assumption of the defense of such Third Party Claim so long as shall not signify any agreement, obligation or commitment on the Indemnitor continues such defense until part of the final resolution Indemnifying Party to assume or pay any amount awarded to a claimant in respect of such Third-Third Party Claim. The Indemnitor If the Indemnifying Party assumes such defense (in accordance with this Section 8.5(b)), then the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be responsible unreasonably withheld or delayed), except to the extent such settlement does not provide for paying liability or the creation of a financial or other obligation (including the imposition of an injunction or other equitable relief) on the part of the Indemnified Party, does not provide for any statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnified Party and provides, in customary form, for the full, complete and unconditional release of each Indemnified Party from all settlements made liabilities and obligations in connection with such Third Party Claim. If the Indemnifying Party (x) has not within the Notice Period notified the Indemnified Party of its election to assume defense of a Third Party Claim, (y) is not entitled to assume defense of a Third Party Claim under this Section 8.5(b), or judgments entered (z) fails to defend such Third Party Claim actively and in good faith, then the Indemnified Party shall (upon further written notice) have the right to defend and compromise or settle of such Third Party Claim or consent to the entry of judgment with respect to any Third-such Third Party Claim Claim, in each case at the cost and expense of the Indemnifying Party. If the Indemnified Party has assumed the defense pursuant to this Section 8.5(b), it shall not agree to any settlement which imposes any obligation on the Indemnifying Party (including the imposition of an injunction or other equitable relief) or which has been assumed provides for the any statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnitor. Except as provided in subsection Indemnifying Party without the prior written consent of the Indemnifying Party (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice which consent shall not excuse Indemnitor from any indemnification liability except only to be unreasonably withheld or delayed), and no such settlement shall be determinative of the extent that the Indemnitor is materially and adversely prejudiced by such failureIndemnifying Party’s obligations under this Article 8.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer Purchaser has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser and Leasco (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice or becoming aware of such event shall promptly notify the other Party in writing of the Seller demand, claim or lawsuit. Within thirty (30) days after written notice by the Indemnified Parties Party (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and give expense, to retain counsel to defend any such demand, claim or lawsuit; provided that counsel who will conduct the Indemnitor a reasonable opportunity defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to take part participate in the defense of any examination suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, representation of both parties by the books same counsel would be inappropriate due to actual or potential differing interests between them, and records the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnitee relating to such Third-Indemnifying Party, or (iii) the Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor In the event that the Indemnifying Party shall be responsible for paying all settlements made or judgments entered with respect fail to any Third-respond within thirty (30) days after receipt of the Notice, the Indemnified Party Claim may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party’s defense of the action is materially and adversely actually prejudiced by such failure. The assumption of the defense, or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to provide indemnification hereunder.

Defense. If the facts pertaining to a Loss arise out of the claim of ------- any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted available by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination virtue of the books and records circumstances of the Indemnitee relating Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within 30 days following its receipt of the notice of such Third-Party Claim and claim, elect to assume the defense or the prosecution of such Third-claim, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party Claim andshall use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the Loss; provided that such counsel or accountants shall be reasonably satisfactory to the Indemnified Party; provided that the Indemnity Obligor agrees prior to assuming such defense or prosecution of the claim that it is obligated to indemnify the Indemnified Party for the loss suffered by the Indemnified Party as a result of such claim; provided that the Indemnity Obligor can demonstrate to the reasonable satisfaction of the Indemnified Party that such Indemnity Obligor has the financial ability to satisfy such indemnity obligation; and provided that any compromise or settlement must be reasonably approved by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnity Obligor, assume the exclusive right to defend, compromise or settle such claim, but the Indemnity Obligor will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in such action, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties to this Agreement shall cooperate in the defense or prosecution of such claim and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim No Indemnity Obligor shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible liable for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice any such claim effected without its prior written consent, which shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Indemnitors Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Buyer Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer Seller has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Seller (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any a claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party is made against any party entitled to indemnification under this Agreement, such Indemnified Party shall promptly (i.e., within five (5) business days of the Indemnified Party having actual knowledge of such claim) notify the indemnifying party of such claim. The indemnifying party shall have ten (10) business days after receipt of the Closing for above-referenced notice to undertake, through counsel of its choosing (subject to the reasonable consent of the Indemnified Party) and at the expense of the indemnifying party, the settlement or defense thereof; provided, however, that any such settlement shall be subject to the written consent of the Indemnified Party, which Buyer has an indemnification obligation under consent shall not be unreasonably withheld, conditioned or delayed. If approval of the monetary terms of Section 12.1any such proposed settlement is not given, then the Indemnitee Indemnifying Party's maximum monetary obligation for any future settlement or judgment shall notify Buyer (be the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination amount of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitorsettlement that was not so approved. If the Indemnitor agrees indemnifying party does not notify the Indemnified Party within ten (10) business days after receipt of the Indemnified Party's notice of a claim of indemnity hereunder that the indemnifying party elects to assume undertake the defense of any Third-thereof, or the indemnifying party ceases to reasonably contest such claim in good faith, the Indemnified Party Claim in writing within 20 days after shall have the Claim Notice of such Third-Party Claim has been deliveredright to contest, through counsel reasonably satisfactory to Indemnitee, then settle or compromise the Indemnitor shall be entitled to control claim at the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses expense of the Indemnitee in indemnifying party and subject to the written consent of the indemnifying party, which shall not be unreasonably withheld, conditioned or delayed. In connection with the defense of any claim, each party will make available to the party controlling such Third-Party Claim so long as defense, any books, records or other documents within its control that are reasonably requested in the Indemnitor continues such defense until the final resolution course of such Third-Party Claimdefense. The Indemnitor Nothing contained in this Section 9.3.2 shall be responsible for paying all settlements made or judgments entered with respect construed as a limitation on the right of any party to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureunder this Agreement.

Defense. If With respect to any claim or liability (a “Third-Party Claim”) should be asserted against any Proceeding as to which Indemnitee notifies the Company of the Seller Indemnified Parties (commencement thereof, the “Indemnitees”) Company or any Subsidiary designated by a third party after the Closing for which Buyer Company and that has an indemnification obligation under legal standing to participate in such Proceeding will be entitled to participate in the terms of Section 12.1Proceeding at its own expense and except as otherwise provided below, then to the Indemnitee shall notify Buyer (extent the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to Company or such Third-Party Claim and to Subsidiary so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company or such Subsidiary to Indemnitee of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees its election to assume the defense of any Third-Party Claim in writing within 20 days after Proceeding, the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory Company will not be liable to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible Indemnitee under this Agreement or otherwise for any expenses of the Expenses subsequently incurred by Indemnitee in connection with the defense of such Third-Party Claim so long Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the Indemnitor continues right to employ Indemnitee’s own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company or such Subsidiary of its assumption of the defense until shall be at Indemnitee’s expense unless: (i) the final resolution employment of counsel by Indemnitee has been authorized by the Company or such Subsidiary, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company or such Subsidiary in the defense of the Proceeding, (iii) after a Change in Control of the Company, or (iv) neither the Company nor such Subsidiary shall within sixty (60) calendar days (or such shorter period of time as may be necessary to preserve any rights or defenses) in fact have employed counsel to assume the defense of such Third-Party Claim. The Indemnitor Proceeding, in each of which cases in clauses (i) through (iv) all Expenses of the Proceeding shall be responsible for paying all settlements made borne by the Company; and (v) if the Company or judgments entered such Subsidiary has employed counsel to represent Indemnitee and other current and former directors, officers and employees of the Company or such Subsidiary in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company or such Subsidiary pursuant to this Section 6(a), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if applicable, approved by any company with which the Company or such Subsidiary obtains or maintains directors’ and officers’ liability insurance, if required by the terms of such insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(a), the Company shall and shall cause such Subsidiary, if applicable, to cooperate fully with Indemnitee with respect to any Third-Party Claim the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. Neither the Company nor such Subsidiary shall be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or such Subsidiary, as to which has been assumed by Indemnitee shall have made the Indemnitor. Except determination provided for in clause (ii) above or as provided in subsection (b) below, both the Indemnitor and to which the Indemnitee must approve any settlement elects to assume the defense after the occurrence of a Third-Party Claim. A failure by either of the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureevents described in clause (iii) above.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer and Leaseco (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Third­Party Claim”) should be asserted against any of the Seller Buyer Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer a Seller has an indemnification obligation under the terms of Section 12.112.1 , then the Indemnitee shall notify Buyer Seller (the “Indemnitor”) within 20 days after the Third-Party Third­Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Third­Party Claim and to assume the defense of such Third-Party Third­Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Third­ Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Third­Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Third­Party Claim in writing within 20 days after the Claim Notice of such Third-Party Third­Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Third­Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Third­Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Third­Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Third­Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Third­Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If With respect to any claim or liability (a “Third-Party Claim”) should be asserted against any Proceeding as to which Indemnitee notifies the Company of the Seller Indemnified Parties (commencement thereof, the “Indemnitees”) Company or any Subsidiary designated by a third party after the Closing for which Buyer Company and that has an indemnification obligation under legal standing to participate in such Proceeding will be entitled to participate in the terms of Section 12.1Proceeding at its own expense and except as otherwise provided below, then to the Indemnitee shall notify Buyer (extent the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to Company or such Third-Party Claim and to Subsidiary so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company or such Subsidiary to Indemnitee of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees its election to assume the defense of any Third-Party Claim in writing within 20 days after Proceeding, the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory Company will not be liable to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible Indemnitee under this Agreement or otherwise for any expenses of the Expenses subsequently incurred by Indemnitee in connection with the defense of such Third-Party Claim so long Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the Indemnitor continues right to employ his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company or such Subsidiary of its assumption of the defense until shall be at Indemnitee's expense unless: (i) the final resolution employment of counsel by Indemnitee has been authorized by the Company or such Subsidiary, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company or such Subsidiary in the defense of the Proceeding, (iii) after a Change in Control of the Company or a Change in Control of a Subsidiary, or (iv) neither the Company nor such Subsidiary shall within sixty (60) calendar days (or such shorter period of time as may be necessary to preserve any rights or defenses) in fact have employed counsel to assume the defense of such Third-Party Claim. The Indemnitor Proceeding, in each of which cases in clauses (i) through (iv) all Expenses of the Proceeding shall be responsible for paying all settlements made borne by the Company; and (v) if the Company or judgments entered such Subsidiary has employed counsel to represent Indemnitee and other current and former directors, officers and employees of the Company or such Subsidiary in the defense of a Proceeding, and a majority of such persons, including Indemnitee, reasonably object to such counsel selected by the Company or such Subsidiary pursuant to this Section 6(a), then such persons, including Indemnitee, shall be permitted to employ one (1) additional counsel of their choice and the reasonable fees and expenses of such counsel shall be at the expense of the Company; provided, however, that such counsel shall be chosen from amongst the list of counsel, if applicable, approved by any company with which the Company or such Subsidiary obtains or maintains directors' and officers' liability insurance, if required by the terms of such insurance. In the event separate counsel is retained by an Indemnitee pursuant to this Section 6(a), the Company shall and shall cause such Subsidiary, if applicable, to cooperate fully with Indemnitee with respect to any Third-Party Claim the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. Neither the Company nor such Subsidiary shall be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or such Subsidiary, as to which has been assumed by Indemnitee shall have made the Indemnitor. Except determination provided for in clause (ii) above or as provided in subsection (b) below, both the Indemnitor and to which the Indemnitee must approve any settlement elects to assume the defense after the occurrence of a Third-Party Claim. A failure by either of the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureevents described in clause (iii) above.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has Purchaser and Custom Craft have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser and Custom Craft (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party (a “Third-Party Claim”) after the Closing for which Buyer has have an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer and TWBI (collectively referred to as the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer Buyers has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer Buyers (the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits lawsuits, or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability Transferee shall promptly give notice (each, a “Third-Party ClaimNotice of Indemnification”) should to Guarantor after obtaining written notice of any matter as to which recovery may be asserted sought against any such Guarantor relating to the Obligations set forth above and, if Guarantor provides written notice to Transferee stating that Guarantor is responsible for the entire claim within ten (10) days after Guarantor’s receipt of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms applicable Notice of Section 12.1Indemnification, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to permit such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees Guarantor to assume the defense of any Third-Party Claim in writing within 20 days after the Claim such claim or any proceeding resulting from such claim; provided, however, that failure to give any such Notice of Indemnification promptly shall not affect the Obligations of Guarantor under this Agreement except, and only to the extent, that Guarantor shall have been actually prejudiced as a result of such Third-Party Claim has been deliveredfailure or if such Notice of Indemnification is not given to Guarantor prior the expiration of the Term. If Guarantor assumes the defense of such claim, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Guarantor shall be entitled to have full and complete control over the conduct of such defenseproceeding on behalf of Transferee and shall, subject to the provisions of this Section 6, have the right to decide all matters of procedure, strategy, substance and settlement relating to such proceeding; provided, further, however, that any decision counsel chosen by such Guarantor to settle conduct such Third-Party Claim, and defense shall be responsible for reasonably satisfactory to Transferee; and provided, further, however, that Guarantor shall not without the written consent of Transferee consent to the entry of any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made judgment or judgments entered enter into any settlement with respect to any Third-Party Claim the defense of matter which has been assumed by does not include a provision whereby the Indemnitor. Except as provided claimant in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor matter releases Transferee from any indemnification all liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurewith respect thereto.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller ESRI Indemnified Parties or Buyer Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer a party has an indemnification obligation under the terms of Section 12.112.1 or Section12.2, then the Indemnitee shall notify Buyer the party having such indemnification obligation (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer Seller has an indemnification obligation under the terms of Section 12.112.1.21, then the Indemnitee Seller Indemnified Parties shall notify Buyer (the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor Buyer a reasonable opportunity to take part in any examination of the books and records of the Indemnitee Seller Indemnified Party relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee Seller Indemnified Parties and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits lawsuits, or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorBuyer. If the Indemnitor indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to IndemniteeSeller Indemnified Party, then the Indemnitor Buyer shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee Seller Indemnified Parties in connection with the defense of such Third-Party Claim so long as the Indemnitor Buyer continues such defense until the final resolution of such Third-Party Claim. The Indemnitor Buyer shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorBuyer. Except as provided in subsection (b) below, both the Indemnitor Buyer and the Indemnitee Seller Indemnified Party must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Seller Indemnified Party to timely give the Claim Notice shall not excuse Indemnitor Buyer from any indemnification liability except only to the extent that the Indemnitor Buyer is materially and adversely prejudiced by such failure.

Defense. (i) If any claim or liability (a “Third-Third Party Claim”) should Claim is made against an Indemnified Party, then the Indemnifying Party shall be asserted against any entitled to participate in the defense of the Seller Indemnified Parties Third Party Claim (with counsel of its own choosing) and, if both the “Indemnitees”) by a third party after amount that the Closing for which Buyer has an plaintiff or claimant is seeking under such Third Party Claim is less than the then outstanding indemnification obligation under of the Indemnifying Party pursuant to the terms of Section 12.1, then the Indemnitee shall notify Buyer this Agreement (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”without taking into account court costs and reasonable fees and expenses of attorneys and expert witnesses) and give the Indemnitor a reasonable opportunity to take part in any examination Indemnifying Party so chooses within 30 days of the books and records delivery of the Indemnitee relating to such Third-Party Claim and notice thereof, to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Third Party Claim. The expenses . (including reasonable attorneys’ feesii) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees Indemnifying Party elects to assume the defense of any Third-a Third Party Claim as set forth in writing within 20 days after Section 8.4(b)(i), then (A) the Claim Notice of Indemnifying Party shall defend such Third-Third Party Claim has been deliveredactively and in good faith, through counsel reasonably satisfactory (B) the Indemnifying Party shall not be liable to Indemnitee, then the Indemnitor shall be entitled to control Indemnified Party for legal expenses subsequently incurred by the conduct of such defense, and any decision to settle such Third-Indemnified Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Third Party Claim. The Indemnitor , (C) the Indemnified Party shall be responsible for paying all settlements made or judgments entered with respect have the right to any Third-Party Claim participate in the defense of which has been assumed such Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. Except as provided Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense, and (D) the Parties shall cooperate in subsection the defense of such Third Party Claim, with such cooperation including the retention and (bupon the Indemnifying Party’s request) belowthe provision to the Indemnifying Party of records that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material, provided; however, that neither the Indemnified Party nor the Indemnifying Party shall be required to disclose any privileged information or any attorney work-product in connection with the defense of any such asserted Third Party Claim unless such disclosure is made pursuant to a joint defense agreement reasonably acceptable to both parties. (iii) If the Indemnitor and Indemnifying Party has the Indemnitee must approve any settlement right to assume the defense of a Third-Third Party Claim under Section 8.4(b)(i) and, within the time period set forth in Section 8.4(b)(i), does not assume defense of such Third Party Claim or if the Indemnifying Party does not have the right to assume the defense of a Third Party Claim under Section 8.4(b)(i), then (A) the Indemnified Party shall defend such Third Party Claim actively and in good faith, (B) the Indemnifying Party shall have the right to participate in the defense of such Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnified Party, it being understood, however, that the Indemnified Party shall control such defense and (C) the Parties shall cooperate in the defense of such Third Party Claim. A failure by , with such cooperation including the Indemnitee retention and (upon the Indemnified Party’s request) the provision to timely give the Indemnified Party of records that are reasonably relevant to such Third Party Claim Notice and making employees available on a mutually convenient basis to provide additional information and explanation of any material, provided, however, that neither the Indemnified Party nor the Indemnifying Party shall be required to disclose any privileged information or any attorney work-product in connection with the defense of any such asserted Third Party Claim unless such disclosure is made pursuant to a joint defense agreement reasonably acceptable to both parties. (iv) Notwithstanding anything to the contrary in this Section 8.4(b), neither the Indemnifying Party nor the Indemnified Party shall settle, or consent to the entry of judgment with respect to, any Third Party Claim without the prior written consent of the other (which consent shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld, conditioned or delayed).

Defense. If any Indemnified Party learns of any matter which may give rise to a claim or liability (a “Third-for indemnification against an Indemnifying Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1this Article XI, then the Indemnitee Indemnified Party shall notify Buyer the Indemnifying Party thereof promptly and in any event within five (the “Indemnitor”5) within 20 days Business Days after the Third-Party Claim is asserted by receiving any written notice from a third party (said notification being referred to as a “Claim Notice”) and give party; provided, however, that no delay on the Indemnitor a reasonable opportunity to take part in any examination of the books Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and records then solely to the extent that, the Indemnifying Party is materially prejudiced thereby. Once the Indemnified Party has given notice of the Indemnitee relating matter to such Third-the Indemnifying Party, the Indemnified Party Claim and may, subject to the Indemnifying Party's rights to assume the defense thereof, defend against the matter in any manner it reasonably may deem appropriate. In the event the Indemnifying Party notifies the Indemnified Party (after the date the Indemnified Party has given notice of the matter) that the Indemnifying Party is assuming the defense of such Third-matter, the Indemnifying Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to shall defend the Indemnitee and/or settle Indemnified Party against the Third-matter with counsel of its choice reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party Claim. The shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (including i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel to fully and properly take charge of the defense of such action within a reasonable attorneys’ feestime after notice of commencement of the action or (iii) the Indemnified Party shall have reasonably concluded that there are defenses available to it that are different from or additional to those available to one or more of all negotiations, proceedings, contests, lawsuits or settlements the Indemnifying Parties (in which case the Indemnifying Parties shall not have the right to direct the defense of such action on behalf of the Indemnified Party with respect to such different defenses), in any Third-Party Claim of which events such fees and expenses shall be borne by the IndemnitorIndemnifying Party. If the Indemnitor agrees to assume Assumption of the defense of any Third-matter by the Indemnifying Party Claim in writing within 20 days after shall not prejudice the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses right of the Indemnitee in connection with the defense of Indemnifying Party to claim at a later date that such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claimthird party action is not a proper matter for indemnification pursuant to this Article XI. The Indemnitor Indemnified Party shall be responsible for paying all settlements made not consent to the entry of a judgment or judgments entered enter into any settlement with respect to any Third-matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party Claim shall not consent to the defense entry of a judgment with respect to any matter which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Damages with respect thereto, without the written consent of a Third-the Indemnified Party Claim. A failure by the Indemnitee (not to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld or delayed).

Defense. If any a third‑party action, suit, claim or liability demand (a “Third-Third Party Claim”) should be asserted against any is involved, then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have fifteen (15) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”) by a third party after Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Closing for which Buyer has an indemnification obligation under Indemnitee and at its sole risk and expense, the terms good faith settlement or defense of Section 12.1such claim, then and the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give cooperate with the Indemnitor a in connection therewith; provided: (a) all settlements require the prior reasonable opportunity to take part in any examination consultation with the Indemnitee and the prior written consent of the books and records Indemnitee, which consent shall not be unreasonably withheld, provided that the Indemnitor may settle any such claim without the prior consent of the Indemnitee relating if such settlement involves the full release of the Indemnitee and the Indemnitor agrees to pay all amounts payable pursuant to such Third-Party Claim settlement, and (b) the Indemnitee shall be entitled to assume participate in such settlement or defense through counsel chosen by the defense Indemnitee (the fees and expenses of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim counsel shall be borne by the Indemnitee). So long as the Indemnitor is contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such claim at any time; provided, that in such event, the Indemnitee shall waive any right of indemnification therefor by the Indemnitor. If the Indemnitor agrees does not make a timely election to assume undertake the good faith defense or settlement of any Third-the claim as aforesaid, or if the Indemnitor fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnitee shall have the right to contest, settle or compromise the claim at its exclusive discretion, retaining its right to seek indemnification from Indemnitor. In addition, if an Indemnitee (a) determines in good faith that a Third Party Claim in writing within 20 days after the Claim Notice may materially and adversely affect it or any of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall its Affiliates other than as a result of monetary damages for which it would be entitled to control indemnification under this Agreement, or (b) in the conduct good faith opinion of counsel of such defenseparty concludes that there are defenses available to it that may be unavailable to, and any decision or inconsistent with or contrary to the interests of the Indemnitor, the Indemnitee may, by notice to the Indemnitor, retain the exclusive right to defend, compromise or settle such Third-Third Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect retaining its right to any Third-Party Claim the defense of which has been assumed by the seek indemnification from Indemnitor. Except as provided in subsection (b) belowIn any event, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure shall fully cooperate with each other in connection with the defense, including by furnishing all available documentary or other evidence as is reasonably requested by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureother party.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer Xxxxx has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “IndemnitorIndemnitors”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the IndemnitorIndemnitors. If the Indemnitor agrees Indemnitors agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor Indemnitors shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues Indemnitors continue such defense until the final resolution of such Third-Party Claim. The Indemnitor Indemnitors shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is Indemnitors are materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has Purchasers and Mimi & Coco have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchasers and Mimi & Coco (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. (a) Each Party shall promptly notify the other Party of any actual or potential claim alleging that the Research, Development, Manufacture, or Commercialization of any Licensed Product infringes, misappropriates, or otherwise violates any Patent Rights, Know-How, or other intellectual property rights of any Third Party (“Third Party Infringement”). In any such instance, the Parties shall as soon as practicable thereafter discuss in good faith the best response to such notice of Third Party Infringement, and, subject to Section 3.6, Gilead shall have the first right (but not the obligation) to defend any such claim of Third Party Infringement, at Gilead’s sole discretion, cost, and expense, and Hookipa shall have the right to be represented in any such action by counsel of its own choice at Hookipa’s sole cost and expense. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) If Gilead declines or fails to assert its intention to defend any such claim or liability (of Third Party Infringement within [***] days following receipt or, as applicable, sending of a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of notice pursuant to Section 12.111.4(a), then Hookipa shall have the Indemnitee right (but not the obligation) to defend such claim of Third Party Infringement at Hookipa’s sole discretion, cost and expense, and Gilead shall notify Buyer (have the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part be represented in any examination such action by counsel of its own choice at Gilead’s sole cost and expense. (c) In no event shall either Party settle or otherwise compromise any Third Party Infringement by admitting that any Patent Right included within the books and records of Licensed Technology is invalid or unenforceable, unless explicitly approved by the Indemnitee relating other Party in writing. In the event that Gilead, subject to such Third-Party Claim and to assume the defense of such Third-Party Claim andHookipa’s prior approval, in connection therewith, to conduct enters into any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements settlement with respect to any Third-actual or potential claim of Third Party Claim shall be borne by Infringement which includes the Indemnitor. If the Indemnitor agrees to assume the defense acceptance of any Thirdlicense to Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by any Third Party Claim in writing within 20 days after and necessary or useful for the Claim Notice Research, Development, Manufacture, or Commercialization of any Licensed Product, such Third-Party Claim has been delivered, through counsel reasonably satisfactory settlement shall further be subject to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureSection 9.5(c).

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has Purchaser have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under Subject to the terms of Section 12.1this Agreement, then at its option, the Indemnitor shall have the right to assume the sole control of the defense or settlement of any Claim solely for monetary damages by giving written notice to the Indemnitee shall notify Buyer within ten (the “Indemnitor”10) within 20 days after the Third-Party Indemnitor’s receipt of a Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination notice under Section 10.3(a). The assumption of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party a Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled construed as an acknowledgment that the Indemnitor is liable to control indemnify the conduct Indemnitee in respect of such defensethe Claim. Regardless of whether the Indemnitor chooses to defend or prosecute any Claim, and any decision to settle such Third-Party Claimthe Indemnitee shall, and shall be responsible for cause each Melior Indemnified Party or Biodexa Indemnified Party, as applicable, to, cooperate fully with the Indemnitor and its legal representatives in the investigation of any expenses of action with respect to a Claim covered by this indemnification, including by (a) delivering to the Indemnitor all original notices and documents (including court papers) received by the Indemnitee in connection with the Claim, and (b) furnishing such records, information and testimony, and providing such witnesses and attending such conferences, discovery proceedings, hearings, trials and appeals, in each case, as may be reasonably requested in connection with such Claim. In the case where the Indemnitor has assumed the defense of such Third-Party any Claim so long as pursuant to this Section 10.3, the Indemnitee may participate in, but not control, at its sole cost and expense (subject to the following sentence), the Indemnitor’s defense of any Claim with counsel of the Indemnitee’s own selection. Should the Indemnitor continues such assume the defense until of a Claim, the final resolution of such Third-Party Claim. The Indemnitor shall not be responsible liable to the Indemnitee for paying all settlements made any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or judgments entered settlement of the Claim unless (i) specifically approved in writing by the Indemnitor or (ii) the interests of the Indemnitor and Indemnitee with respect to any Third-Party such Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles. For clarity, if the Indemnitee has the right to control the defense of which has been assumed by a Claim pursuant to this Section 10.3, the Indemnitee shall be entitled to control such Claim, without limiting the Indemnitor. Except ’s responsibility for Losses under Section 10.1 or Section 10.2, as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureapplicable.

Defense. (a) If the facts relating to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing for which Buyer has an indemnification obligation under circumstances of the terms Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within 15 days following its receipt of Section 12.1the notice of such claim, then elect to assume the Indemnitee defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party shall notify Buyer use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the “Indemnitor”) Loss. If notice is given to the Indemnity Obligor of the commencement of any Proceeding and the indemnifying party does not, within 20 15 days after the Third-Indemnified Party's notice is given, give notice to the Indemnified Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and its election to assume the defense of such Third-Party Claim andProceeding, the indemnifying party will be bound by any determination made in connection therewith, to conduct such Proceeding or any proceedings compromise or negotiations relating thereto and necessary or appropriate to defend settlement effected by the Indemnitee and/or settle the Third-Party ClaimIndemnified Party. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate therein, but the fees and expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim such counsel shall be borne at the Indemnified Party's own expense, unless (a) the employment thereof has been specifically authorized by the Indemnitor. If Indemnity Obligor, (b) such Indemnified Party will have been advised by counsel reasonably satisfactory to the Indemnitor agrees Indemnity Obligor that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnity Obligor and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the Indemnity Obligor has failed to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through action or employ counsel reasonably satisfactory to Indemniteethe Indemnified Party. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, then all the Indemnitor parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. Except as previously set forth in this Section 13.04, the Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent. In the event of payment by the Indemnity Obligor to the Indemnified Party in connection with any Loss arising out of a third party claim, the Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party as to any events or circumstances in respect of which the Indemnified Party may have any right or claim against such third party relating to such Indemnified Matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim. The Indemnity Obligor will take no action in connection with any claim that would adversely affect the Indemnified Party including any compromise or settlement of such claims without the consent of the Indemnified Party. (b) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which such Indemnified Party would be entitled to control indemnification under this Agreement, the conduct of such defenseIndemnified Party may, and any decision by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Third-Party ClaimProceeding, and shall but the indemnifying party will not be responsible for bound by any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement determination of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall Proceeding so defended or any compromise or settlement effected without its consent (which may not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurebe unreasonably withheld).

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Company Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer Xxxxx has an indemnification obligation under the terms of Section 12.114.1, then the Indemnitee shall notify Buyer and Subsidiary (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In the event any Person or entity not a party to this Agreement shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability (to an Indemnified Party in respect of matters embraced by the indemnity under this Agreement, or in the event that a “Third-potential Loss, damage or expense comes to the attention of any Party Claim”) should be asserted against any in respect of matters embraced by the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation indemnity under the terms of Section 12.1this Agreement, then the Indemnitee Party receiving notice or becoming aware of such event shall promptly notify Buyer the other Party in writing of the demand, claim or lawsuit. Within ten days after written notice by the Indemnified Party (the “Indemnitor”"Notice") within 20 days after to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the Third-next sentence, the Indemnifying Party Claim is asserted shall have the option, at its sole cost and expense, to retain counsel for the Indemnified Party to defend any such demand, claim or lawsuit, provided that counsel who will conduct the defense of such demand, claim or lawsuit will be approved by a third party the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense, to participate in the defense of any suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, however, if (said notification being referred i) the named parties to as a “Claim Notice”any such proceeding (including any impleaded parties) include both the Indemnifying Party and give the Indemnitor a reasonable opportunity Indemnified Party, representation of both parties by the same counsel would be inappropriate due to take part actual or potential differing interests between them, and the Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in any examination of writing by the books and records of Indemnifying Party, or (iii) the Indemnitee relating to such Third-Indemnifying Party Claim and has not in fact employed counsel to assume the defense of such Third-action within a reasonable time; then, the Indemnified Party Claim andshall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnifying Party, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses consent of the Indemnitee Indemnified Party. If any Indemnified Party will have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party which are different from or in connection with addition to those which have been asserted by the Indemnifying Party and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution demand, claim or lawsuit on behalf of such Third-Indemnified Party Claimand will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. The Indemnitor In the event that the Indemnifying Party shall be responsible for paying all settlements made or judgments entered with respect fail to any Third-respond within ten days after receipt of the Notice, the Indemnified Party Claim may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which has been assumed costs and expenses shall be paid by the IndemnitorIndemnifying Party on a current basis. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee Failure to timely give the Claim provide Notice shall not excuse Indemnitor from any indemnification liability limit the rights of such party to indemnification, except only to the extent that the Indemnitor Indemnifying Party's defense of the action is materially and adversely actually prejudiced by such failure.

Defense. If any a claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred a "Third Party Claim") is made ------- ----------------- against an SFI Indemnitee arising out of a matter for which the SFI Indemnitee is entitled to be indemnified pursuant to Section 5 hereof, the Preferred Shareholders may elect to assume the defense or the prosecution thereof. The Preferred Shareholders shall have 30 days (which shall be shortened to 15 days in the case of a commenced lawsuit or proceeding) after receipt of a Notice of Claim to undertake to conduct and control, through counsel of their own choosing as designated by the Shareholder Representative and at their sole risk and expense, the good faith settlement or defense of such claim, and the SFI Indemnitee(s) shall cooperate fully with the Preferred Shareholders in connection therewith; provided that the SFI Indemnitee(s) shall be entitled to -------- participate in such settlement or defense through counsel chosen by it, provided that the fees and expenses of such counsel shall be borne by the SFI Indemnitee(s); and provided further that the Preferred Shareholders can only assume the defense if (a) the amount of the Third Party Claim does not exceed the amount of the Escrow Funds held hereunder or (b) the Preferred Shareholders provide commercially reasonable evidence that the Preferred Shareholders will have sufficient financial resources to defend the claim and satisfy their indemnification obligations. During the interim the SFI Indemnitee shall use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the alleged Loss. The Preferred Shareholders shall obtain the written consent of the SFI Indemnitee prior to ceasing to defend, settling or otherwise disposing of such claim if as a “Claim Notice”) and give result thereof the Indemnitor a reasonable opportunity SFI Indemnitee would become subject to take part injunctive, declaratory or other equitable relief or the business of the SFI Indemnitee would be materially adversely affected in any examination manner. Whether or not the Preferred Shareholders choose so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information. The Preferred Shareholders shall not be liable for any settlement of any such claim effected without their prior written consent, which shall not be unreasonably withheld. However, if the Preferred Shareholders, fail to defend such claim within the time period necessary to preserve the rights and defense of the books SFI Indemnitee, the SFI Indemnitee will have the right to undertake the defense, compromise or settlement of such claim on behalf of and records for the account and risk of the Indemnitee relating Preferred Shareholders, subject to such Third-Party Claim and the right of the Preferred Shareholders to assume the defense of such Thirdclaim at any time within the 30-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party day time period after receiving Notice of Claim. The expenses If a claim is based on any suit or proceeding by a third party for infringement which gives rise to an IP Claim (including reasonable attorneys’ feesdefined in Section 5) resulting in SFI's use of all negotiationsthe Software (defined in Section 2.14 of the Merger Agreement) being enjoined or otherwise restricted, proceedingsthe Preferred Shareholders, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by if the Indemnitor. If Preferred Shareholders elect through the Indemnitor agrees Shareholder Representative to assume the defense of any Third-Party Claim in writing within 20 days such proceeding after the Claim Notice of such Third-Party Claim has been deliveredreceiving notice hereunder, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled at their sole expense to control do any of the conduct following: (i) procure for SFI, Clarus CSA, Inc. and their licensees the unrestricted right to continue using the Software, (ii) modify the Software so that it becomes noninfringing, (iii) settle the third party's infringement claim in a manner that gives SFI, Clarus CSA, Inc. and their licensees the unrestricted rights to the software being enjoined or otherwise restricted, or (iv) pay the indemnified party's claim as provided in this Agreement, provided that any settlement under this sentence shall require SFI's prior written approval which shall not be unreasonably withheld. SFI shall comply with any settlement or court order made in connection with such proceeding in the foregoing sentence provided that such compliance by SFI shall not limit the Preferred Shareholder's indemnification obligations hereunder. No Preferred Shareholder shall be liable for any settlement of any such defenseclaim effected without its prior written consent, which shall not be unreasonably withheld. Before any claim may be brought against any of the Preferred Shareholders hereunder, or under the Merger Agreement, all the Escrow Funds shall be used first to pay any claims made under Article IX of the Merger Agreement or this Agreement, and any decision SFI hereby authorizes the Preferred Shareholders to settle such Third-Party Claim, and shall be responsible claims without consent of SFI to the extent the Escrow Funds will fully satisfy such claim. Preferred Shareholders may also settle any claim for any expenses which they are liable hereunder without consent of the Indemnitee in connection with the defense of such Third-Party Claim SFI so long as the Indemnitor continues such defense until payment or performance does not either (y) exhaust the final resolution Escrow Funds or (y) exceed the maximum liability amounts set forth below. Settlements requiring performance or payment in excess of such Third-Party Claim. The Indemnitor the maximum liability amounts shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurerequire SFI's prior written consent.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted assessed against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 10 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor lndemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 5 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. ​ (a) Each Party shall promptly notify the other Party of any actual or potential claim alleging that the Research, Development, Manufacture, or Commercialization of any Licensed Product infringes, misappropriates, or otherwise violates any Patent Rights, Know-How, or other intellectual property rights of any Third Party (“Third Party Infringement”). In any such instance, the Parties shall as soon as practicable thereafter discuss in good faith the best response to such notice of Third Party Infringement, and, subject to Section 3.6, Gilead shall have the first right (but not the obligation) to defend any such claim of Third Party Infringement, at Gilead’s sole discretion, cost, and expense, and Hookipa shall have the right to be represented in any such action by counsel of its own choice at Hookipa’s sole cost and expense. ​ CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) If Gilead declines or fails to assert its intention to defend any such claim or liability (of Third Party Infringement within [***] days following receipt or, as applicable, sending of a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of notice pursuant to Section 12.111.4(a), then Hookipa shall have the Indemnitee right (but not the obligation) to defend such claim of Third Party Infringement at Hookipa’s sole discretion, cost and expense, and Gilead shall notify Buyer (have the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred right to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part be represented in any examination such action by counsel of its own choice at Gilead’s sole cost and expense. ​ (c) In no event shall either Party settle or otherwise compromise any Third Party Infringement by admitting that any Patent Right included within the books and records of Licensed Technology is invalid or unenforceable, unless explicitly approved by the Indemnitee relating other Party in writing. In the event that Gilead, subject to such Third-Party Claim and to assume the defense of such Third-Party Claim andHookipa’s prior approval, in connection therewith, to conduct enters into any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements settlement with respect to any Third-actual or potential claim of Third Party Claim shall be borne by Infringement which includes the Indemnitor. If the Indemnitor agrees to assume the defense acceptance of any Thirdlicense to Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by any Third Party Claim in writing within 20 days after and necessary or useful for the Claim Notice Research, Development, Manufacture, or Commercialization of any Licensed Product, such Third-Party Claim has been delivered, through counsel reasonably satisfactory settlement shall further be subject to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party ClaimSection 9.5(c). The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.​

Defense. If (a) Promptly after the assertion by any third party of any claim or liability (a “Third-"THIRD PARTY CLAIM") against any person or entity entitled to indemnification under this Paragraph 5.0 (the "INDEMNITEE") that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be entitled to indemnification, in whole or in part, pursuant to this Agreement, such Indemnitee shall promptly notify the party from whom such indemnification could be sought (the "INDEMNITOR") of such Third Party Claim”. (b) should If the Indemnitee may be asserted against any entitled to indemnification only in part with respect to the Third Party Claim: (1) Indemnitee shall be responsible for conducting the defense and settlement of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) unless Indemnitor elects at its own expense, and give with the Indemnitor a reasonable opportunity to take part in any examination consent of the books and records of the Indemnitee relating to such Third-Party Claim and Indemnitee, to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-entire Third Party Claim. The expenses ; (including reasonable attorneys’ fees2) All claims for reimbursement of all negotiations, proceedings, contests, lawsuits or settlements with respect defense costs and other indemnification pursuant to any Third-Party Claim this Paragraph 5 shall be borne by stayed until the Indemnitor. If resolution of the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Third Party Claim, and shall be responsible for any expenses resolved thereafter by compulsory binding arbitration between Indemnitor and Indemnitee. Any statute of limitations or time limit applicable to the assertion of a claim or defense to indemnification under this Paragraph 5 shall be tolled during the pendency of the Third Party Claim; and (3) The arbitrator shall be selected by mutual agreement of the parties, and the arbitration shall be conducted in accordance with the terms of the California Arbitration Act unless otherwise agreed by the parties. (c) If the Indemnitee is entitled to indemnification in full with respect to the Third Party Claim, then the Indemnitor shall have the right to assume the defense of the Indemnitee in connection with against such Third Party Claim (at the expense of the Indemnitor). If the Indemnitor fails to assume the defense of the Indemnitee, the Indemnitee may do so with its own counsel at Indemnitor's expense. (d) Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. Neither party shall, without the prior written consent of the other party: (1) settle, compromise or offer to settle any such Third-Third Party Claim so long as on a basis which would result in the Indemnitor continues such defense until imposition of a consent order, injunction or decree which would restrict the final resolution future activity or conduct of such Third-the other party or any affiliate, or (2) settle, compromise or offer to settle on a basis that does not include an unconditional release of the other party for any liability arising from the Third Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If In case any claim claim, demand or liability deficiency (a “Third-Party Claim”"CLAIM") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party or any action is commenced or notice is given of any administrative or other proceeding against the person(s) and/or entities seeking indemnity under this SECTION 11 (said notification being hereinafter referred to as a “Claim Notice”the "INDEMNITEE") in respect of which such indemnity is sought hereunder (each and all of such persons and entities being hereinafter referred to as the "INDEMNITOR") pursuant to this SECTION 11, Indemnitee shall give the Indemnitor a reasonable opportunity prompt notice thereof in writing to take part Indemnitor. Within thirty (30) days after receipt of such notice (or prior to such earlier date as any answer in any examination administrative or other proceeding is due), Indemnitor may give Indemnitee written notice of the books and records of the Indemnitee relating its election to such Third-Party Claim and to assume conduct the defense of such Third-Party Claim and, in connection therewith, at its own expense. If Indemnitor has given Indemnitee such notice of election to conduct any proceedings or negotiations relating thereto and necessary or appropriate the defense, Indemnitee shall nevertheless have the right to defend participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnitee and/or settle in writing (within the Third-Party Claim. The expenses (including reasonable attorneys’ feestime hereinabove provided) of all negotiationsits election to conduct the defense of such Claim, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by Indemnitee may (but need not) conduct (at the expense of Indemnitor. If the Indemnitor agrees to assume ) the defense of any Third-Claim. The party assuming the defense of a Claim hereunder (the "DEFENDING PARTY") shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the "ASSUMING PARTY") shall notify the Defending Party Claim in writing (within 20 thirty (30) days after the Claim Notice receipt of such Third-notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party Claim has shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been delivered, through counsel reasonably satisfactory to Indemnitee, then the agreed upon. Indemnitee shall cooperate with Indemnitor shall be entitled to control the conduct of in such defense, and any decision to settle such Third-Party Claimat Indemnitor's cost, and Indemnitee shall be responsible for any expenses provide reasonable assistance of the Indemnitee Indemnitee's employees in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failuredefense.

Defense. If any claim or liability (i) Within thirty (30) days after delivery of an Indemnification Notice with respect to a “Third-Third Party Claim”) should be asserted against any , the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the Seller defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Parties Party; provided that (A) the “Indemnitees”Indemnifying Party may only assume control of such defense if (1) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (2) the ad damnum in such Third Party Claim, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount of Losses for which the Indemnifying Party is potentially liable under this Article IX in connection with such Third Party Claim, and (B) the Indemnifying Party may not assume control of the defense of any Third Party Claim (I) by a third party after Governmental Entity involving criminal Liability or (II) in which equitable relief (other than incidental equitable relief in any pleadings seeking such remedies as may be deemed appropriate by the Closing for which Buyer has an indemnification obligation under court) is sought against the terms Indemnified Party or any of Section 12.1, then its Affiliates. The Indemnified Party is hereby authorized (but not obligated) prior to and during the Indemnitee shall notify Buyer thirty (the “Indemnitor”30) within 20 days after the Third-Party Claim is asserted by a third party (said notification being day period referred to as a “Claim Notice”) in the preceding sentence to file any motion, answer or other pleading and give the Indemnitor a reasonable opportunity to take part in any examination of other action which the books and records of Indemnified Party shall deem necessary or appropriate to protect its interests. (ii) If the Indemnitee relating to such Third-Indemnifying Party Claim and so elects to assume the defense of such Third-a Third Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteeas permitted under Section 9.4(b)(i), then the Indemnitor Indemnifying Party shall not be entitled liable to control the conduct of such defense, Indemnified Party for the reasonable fees and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of counsel subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof unless the Indemnified Party reasonably concludes (upon the advice of such Third-outside counsel) that the Indemnifying Party Claim so long as and the Indemnitor continues such defense until the final resolution of such Third-Indemnified Party Claim. The Indemnitor shall be responsible for paying all settlements made have conflicting interests or judgments entered different defenses available with respect to any Thirdsuch Third Party Claim, in each case such that it is inappropriate for a single outside counsel to represent both parties. Subject to Section 9.4(b)(i), the Non-controlling Party Claim may participate in the defense of which has been assumed by the Indemnitor. Except as provided in subsection any Third Party Claim at its own expense (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent otherwise contemplated by the preceding sentence), it being understood, however, that the Indemnitor Controlling Party shall control such defense in all respects. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Controlling Party and the Non-controlling Party shall reasonably cooperate in the defense, prosecution and/or settlement of any Third Party Claim, which cooperation shall include the retention and (upon the Controlling Party’s request) the provision to the Controlling Party of records that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim unless (A) such settlement or judgment (i) is materially solely for money damages and adversely prejudiced the Indemnifying Party agrees to pay all such money damages, (2) includes a complete and unconditional release of the Indemnified Party and its Affiliates from further Liability, (3) involves no admission of wrongdoing by the Indemnified Party or any of its Affiliates and (4) excludes any injunctive or non-monetary relief applicable to the Indemnified Party or any of its Affiliates or (B) the Indemnified Party consents thereto. If the Indemnifying Party is not permitted to under the terms of this Agreement, chooses not to, or does not, assume the defense of a Third Party Claim or fails to defend such failureThird Party Claim actively and in good faith, then the Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim at the expense of the Indemnifying Party; provided, however, the Indemnified Party shall not compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Defense. If any claim or liability (a “"Third-Party Claim”") should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”"Indemnitee") by a third party after the Closing for which Buyer has Purchaser have an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer Purchaser and Leasco (the “"Indemnitor”") within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “"Claim Notice”") and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ ' fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any a claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred a "Third Party Claim") is made against an SFI Indemnitee arising out of a matter for which the SFI Indemnitee is entitled to be indemnified pursuant to Section 5 hereof, the Preferred Shareholders may elect to assume the defense or the prosecution thereof. The Preferred Shareholders shall have 30 days (which shall be shortened to 15 days in the case of a commenced lawsuit or proceeding) after receipt of a Notice of Claim to undertake to conduct and control, through counsel of their own choosing as designated by the Shareholder Representative and at their sole risk and expense, the good faith settlement or defense of such claim, and the SFI Indemnitee(s) shall cooperate fully with the Preferred Shareholders in connection therewith; provided that the SFI Indemnitee(s) shall be entitled to participate in such settlement or defense through counsel chosen by it, provided that the fees and expenses of such counsel shall be borne by the SFI Indemnitee(s); and provided further that the Preferred Shareholders can only assume the defense if (a) the amount of the Third Party Claim does not exceed the amount of the Escrow Funds held hereunder or (b) the Preferred Shareholders provide commercially reasonable evidence that the Preferred Shareholders will have sufficient financial resources to defend the claim and satisfy their indemnification obligations. During the interim the SFI Indemnitee shall use its best efforts to take all action (not including settlement) reasonably necessary to protect against further damage or loss with respect to the alleged Loss. The Preferred Shareholders shall obtain the written consent of the SFI Indemnitee prior to ceasing to defend, settling or otherwise disposing of such claim if as a “Claim Notice”) and give result thereof the Indemnitor a reasonable opportunity SFI Indemnitee would become subject to take part injunctive, declaratory or other equitable relief or the business of the SFI Indemnitee would be materially adversely affected in any examination manner. Whether or not the Preferred Shareholders choose so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information. The Preferred Shareholders shall not be liable for any settlement of any such claim effected without their prior written consent, which shall not be unreasonably withheld. However, if the Preferred Shareholders, fail to defend such claim within the time period necessary to preserve the rights and defense of the books SFI Indemnitee, the SFI Indemnitee will have the right to undertake the defense, compromise or settlement of such claim on behalf of and records for the account and risk of the Indemnitee relating Preferred Shareholders, subject to such Third-Party Claim and the right of the Preferred Shareholders to assume the defense of such Thirdclaim at any time within the 30-Party day time period after receiving Notice of Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If a claim is based on any suit or proceeding by a third party for infringement which gives rise to an IP Claim (defined in Section 5) resulting in SFI's use of the Indemnitor agrees Software (defined in Section 2.14 of the Merger Agreement) being enjoined or otherwise restricted, the Preferred Shareholders, if the Preferred Shareholders elect through the Shareholder Representative to assume the defense of any Third-Party Claim in writing within 20 days such proceeding after the Claim Notice of such Third-Party Claim has been deliveredreceiving notice hereunder, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled at their sole expense to control do any of the conduct following: (i) procure for SFI, Clarus CSA, Inc. and their licensees the unrestricted right to continue using the Software, (ii) modify the Software so that it becomes noninfringing, (iii) settle the third party's infringement claim in a manner that gives SFI, Clarus CSA, Inc. and their licensees the unrestricted rights to the software being enjoined or otherwise restricted, or (iv) pay the indemnified party's claim as provided in this Agreement, provided that any settlement under this sentence shall require SFI's prior written approval which shall not be unreasonably withheld. SFI shall comply with any settlement or court order made in connection with such proceeding in the foregoing sentence provided that such compliance by SFI shall not limit the Preferred Shareholder's indemnification obligations hereunder. No Preferred Shareholder shall be liable for any settlement of any such defenseclaim effected without its prior written consent, which shall not be unreasonably withheld. Before any claim may be brought against any of the Preferred Shareholders hereunder, or under the Merger Agreement, all the Escrow Funds shall be used first to pay any claims made under Article IX of the Merger Agreement or this Agreement, and any decision SFI hereby authorizes the Preferred Shareholders to settle such Third-Party Claim, and shall be responsible claims without consent of SFI to the extent the Escrow Funds will fully satisfy such claim. Preferred Shareholders may also settle any claim for any expenses which they are liable hereunder without consent of the Indemnitee in connection with the defense of such Third-Party Claim SFI so long as the Indemnitor continues such defense until payment or performance does not either (y) exhaust the final resolution Escrow Funds or (y) exceed the maximum liability amounts set forth below. Settlements requiring performance or payment in excess of such Third-Party Claim. The Indemnitor the maximum liability amounts shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failurerequire SFI's prior written consent.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which the Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties or the Buyer Indemnified Parties, as the case may be (the “Indemnitees”) ), by a third party after the Closing for which Buyer or Seller has an indemnification obligation under the terms of Section 12.112.1 or 12.2, as the case may be, then the Indemnitee shall notify Buyer or Seller, as the case may be (the “Indemnitor”) ), within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part such Action in accordance herewith in any examination manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the books and records of Indemnified Party shall have the Indemnitee relating right to such Third-Party Claim employ separate counsel and to assume participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party unless (a) the Indemnifying Party has specifically agreed to pay such fees and expenses, (b) any relief other than the payment of money damages is sought against the Indemnified Party or (c) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Third-Action (in either of which cases the Indemnifying Party Claim andshall not have the right to direct the defense, compromise or settlement of such Action on behalf of the Indemnified Party), and in connection therewith, to conduct any proceedings or negotiations relating thereto such case the reasonable fees and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim such separate counsel shall be borne by the IndemnitorIndemnifying Party, it being understood and agreed, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party together with its Affiliates, unless there shall be a conflict of interest between the Indemnified Party and an Affiliate thereof, in which case the Indemnifying Party shall not be liable for the fees and expenses of more than an aggregate of two separate firms of attorneys at any time for the Indemnified Party and its Affiliates. If the Indemnitor agrees No Indemnified Party shall settle or compromise or consent to assume the defense entry of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered Judgment with respect to any Third-such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party Claim shall have failed, after reasonable notice thereof, to undertake control of such Action in the defense manner provided above in this Section 7.4. The Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any Judgment with respect to any such Action (x) in which has been assumed any relief other than the payment of money damages is or may be sought against any Indemnified Party, or (y) that does not include as an unconditional term thereof the giving by the Indemnitor. Except as provided in subsection (b) belowclaimant, both the Indemnitor and the Indemnitee must approve any settlement party conducting such investigation, plaintiff or petitioner to such Indemnified Party of a Third-Party Claim. A failure by the Indemnitee release from all liability with respect to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failureAction.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.111.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, and in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to made against an Indemnitee, then the Indemnitor shall be entitled to control participate in the conduct defense of such defensethe Third Party Claim and, if the Indemnitor so chooses, to assume the defense of the Third Party Claim by providing written notice within ten (10) days of receipt of an Indemnification Notice to the Indemnitor, and such written notice to assume the defense of any decision claim shall include a certification that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or caused by such claim; provided, that the Indemnitor shall not be entitled to settle assume the defense (or continue the defense) (i) unless such Third-claim involves only money damages and does not seek an injunction or other equitable relief, (ii) if such claim relates to or arises in connection with a criminal or quasi criminal proceeding, action, indictment, allegation or investigation, (iii) if the settlement of, or an adverse judgment with respect to, such claim is, in the good faith judgment of the Indemnitee, likely to establish a precedent, custom or practice materially adverse to the continuing business interests of the Indemnitee or the Indemnitee has been advised in writing by counsel that a reasonable likelihood exists of a some other conflict of interest between the Indemnitee and the Indemnitor, (iv) such Third Party Claim may give rise to Losses which are more than the remaining Escrow Amount at the time such claim is submitted by the Indemnitee, (v) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects, or (vi) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim. If the Indemnitor so elects to assume the defense of a Third Party Claim, and then the Indemnitor shall not be responsible liable to the Indemnitee for any legal expenses of subsequently incurred by the Indemnitee in connection with the defense of such Third-the Third Party Claim so long as unless (A) the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made have failed, or judgments entered with respect is not entitled, to any Third-Party Claim assume the defense of which such Third Party Claim in accordance with this Section 8.6(b), (B) the employment of such counsel has been assumed specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld, or (C) the named parties to any such action (including any impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by such counsel that there may be one (1) or more legal defenses available to the Indemnitee which are not available to the Indemnitor, or available to the Indemnitor the assertion of which would be adverse to the interests of the Indemnitee. Except as provided in subsection (b) belowIf the Indemnitor assumes such defense, both then the Indemnitor shall do so through counsel reasonably acceptable to the Indemnitee at the expense of the Indemnitor and the Indemnitee must approve any settlement shall have the right to participate in the defense of a Third-the Third Party Claim. A failure Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent Indemnitor, it being understood, however, that the Indemnitor shall control such defense, including any settlement or compromise of the Third Party Claim, but no such settlement or compromise may be effected without the Indemnitee’s consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, that the Indemnitee’s consent shall not be required if (1) such settlement is materially for monetary payment (all of which is indemnifiable by the Indemnitor) only and adversely prejudiced does not impose injunctive relief or other restrictions of any kind or nature on any Indemnitee and (2) expressly and unconditionally releases the Indemnitee from all Liabilities with respect to such Third Party Claim, without prejudice pursuant to an unconditional term thereof. If the Indemnitor chooses to defend any Third Party Claim, then the Parties shall cooperate in the defense of the Third Party Claim in all reasonable respects. Such cooperation shall include the retention and (upon the Indemnitor’s request) provision to the Indemnitor of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis as may be reasonably necessary to provide additional information and explanation of any material provided. If the Indemnitor, within ten (10) days of receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of the Third Party Claim or fails to notify the Indemnitee that it is assuming the defense of such claim or, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, fails to defend the Third Party Claim actively and in good faith, then the Indemnitee shall have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnitee shall have the right to pay or settle any Third Party Claim; provided, that, in such event it shall waive any right to indemnity therefor by the Indemnitor for such failureThird Party Claim or it shall have received the Indemnitor’s prior written consent (which will not be unreasonably withheld, conditioned or delayed).

Defense. If any a third-party action, suit, claim or liability (a “Third-Party Claim”) should be asserted against any demand is involved, then, upon receipt of the Seller Indemnified Parties Indemnification Notice, the Indemnitor shall have thirty (30) calendar days after said notice is given to elect, by written notice given to the “Indemnitees”) by a third party after Indemnitee, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Closing for which Buyer has an indemnification obligation under Indemnitee and at Indemnitor’s sole expense, the terms good faith settlement or defense of Section 12.1such claim, then and the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give cooperate with the Indemnitor a in connection therewith; provided: (a) all settlements require the prior reasonable opportunity to take part in any examination consultation with the Indemnitee and the prior written consent of the books and records Indemnitee, which consent shall not be unreasonably withheld, provided that the Indemnitor may settle any such claim without the prior consent of the Indemnitee relating if such settlement involves the full release of the Indemnitee and the Indemnitor agrees to pay all amounts payable pursuant to such Third-Party Claim settlement, and (b) the Indemnitee shall be entitled to assume participate in such settlement or defense through counsel chosen by the defense Indemnitee, provided that Indemnitee acknowledges and accepts in writing full liability for the applicable Indemnification Matter and the fees and expenses of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim counsel shall be borne by the Indemnitee. So long as the Indemnitor is contesting any such claim in good faith, the Indemnitee shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such claim at any time, provided that in such event the Indemnitee shall waive any right of indemnification therefor by the Indemnitor. If the Indemnitor agrees does not make a timely election to assume undertake the good faith defense or settlement of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemniteeclaim as aforesaid, then the Indemnitor Indemnitee shall be entitled have the right to control contest, settle or compromise the conduct of such defenseclaim at its exclusive discretion, at the risk and any decision to settle such Third-Party Claim, and shall be responsible for any expenses expense of the Indemnitor. In any event, the Indemnitor and the Indemnitee shall fully cooperate with each other in connection with the defense of such Third-Party Claim so long claim, including without limitation by furnishing all available documentary or other evidence as is reasonably requested by the Indemnitor continues such defense until other. If the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered Indemnitee fails to consent to a settlement that imposes only monetary damages, then the Indemnitor’s liability with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice such matter shall not excuse Indemnitor from any indemnification liability except only be limited to the extent that the Indemnitor is materially and adversely prejudiced by amount of such failurerejected settlement.

Defense. If any claim or liability The Stockholders shall have the right, at their option (a “Third-Party Claim”subject to the limitations set forth in subsection 7.2(c) should be asserted against any below) and at their own expense, by written notice to the Indemnified Parties, to assume the entire control of, subject to the right of the Seller Indemnified Parties to participate (at their expense and with counsel of their choice) in, the “Indemnitees”) by a third party after defense, compromise or settlement of the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Third Party Claim is asserted by as to which such Notice of Claim has been given, and shall be entitled to appoint a third party (said notification being referred recognized and reputable counsel to as a “Claim Notice”) and give be the Indemnitor a reasonable opportunity to take part lead counsel in any examination connection with such defense; provided that the Stockholders’ assumption of the books and records defense of the Indemnitee relating to such Third-a Third Party Claim and will not, vis-à-vis the Indemnified Parties, constitute acceptance of liability to the Indemnified Parties under this Article VII. So long as the Stockholders are contesting any such claim in good faith, the Indemnified Parties shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the Indemnified Parties shall have the right to pay or settle any such claim at any time, provided that in such event, the Indemnified Parties shall waive any right of indemnification therefor under this Article VII. If the Stockholders elect to assume the defense of a Third Party Claim: (i) the Stockholders shall diligently and in good faith defend such Third-Third Party Claim andand shall keep the Indemnified Parties reasonably informed of the status of such defense and shall have full control of such defense and proceedings, in connection therewithincluding any compromise or settlement thereof; provided, to conduct however, that the Stockholders shall obtain the prior written consent of the applicable Indemnified Party before entering into any proceedings compromise or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-settlement of such Third Party Claim. The expenses , which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that no such consent shall be required for any such compromise or settlement that: (including reasonable attorneys’ feesA) is exclusively monetary and will be paid in full out of all negotiations, proceedings, contests, lawsuits or settlements the Escrow Shares (rather than by the applicable Indemnified Party); (B) does not contain an admission of liability on the part of any Indemnified Party; and (C) unconditionally and fully releases the applicable Indemnified Party with respect to such Third Party Claim; and (ii) the Indemnified Parties shall cooperate fully in all respects with the Stockholders in any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, compromise or settlement thereof, including the selection of counsel and in making any decision to settle such Thirdrelated counterclaim against the Person asserting the Third Party Claim or any cross-Party Claimcomplaint against any Person, and the Indemnified Parties shall be responsible for any expenses make available to the Stockholders all pertinent information and documents under its control, including by providing the Stockholders with reasonable access during normal business hours of the Indemnitee in connection with applicable Indemnified Party to books, records and personnel of the defense of such Third-applicable Indemnified Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except but only to the extent that the Indemnitor is materially and adversely prejudiced by relevant to such failureThird Party Claim).

Defense. If any claim or liability The Indemnifying Party shall have the right, at its option (a “Third-subject to the limitations set forth in Section 7.2(c) below) and at its own expense, by written notice to the Indemnified Party Claim”) should be asserted against any to assume the entire control of, subject to the right of the Seller Indemnified Parties Party to participate (at its expense and with counsel of its choice) in, the “Indemnitees”) by a third party after defense, compromise or settlement of the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Third Party Claim as to which such Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense. If the Indemnifying Party is asserted by a third party (said notification being referred to as a “Claim Notice”) permitted and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and elects to assume the defense of a Third Party Claim: (i) the Indemnifying Party shall diligently and in good faith defend such Third-Third Party Claim andand shall keep the Indemnified Party reasonably informed of the status of such defense; provided, however, that the Indemnified Party shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned; provided, that, in connection therewiththe event that the Indemnifying Party provides prior written notice to the Indemnified Party of any settlement or compromise of, or offer to conduct settle or compromise, any proceedings Third Party Claim in full and the Indemnified Party withholds its consent to such settlement or negotiations relating thereto and necessary or appropriate compromise then, in the event indemnification is ultimately determined to defend the Indemnitee and/or settle the Third-be owing to an Indemnified Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements hereunder with respect to any Third-such Third Party Claim Claim, in no event shall indemnification be borne by the Indemnitor. If the Indemnitor agrees provided to assume the defense such Indemnified Party in respect of any Third-such Third Party Claim in writing within 20 days after an amount greater than the Claim Notice of amount contained in such Third-settlement or compromise of, or offer to settle or compromise, such Third Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then Claim; and (ii) the Indemnitor Indemnified Party shall be entitled to control cooperate fully in all respects with the conduct of Indemnifying Party in any such defense, and any decision to settle such Third-Party Claimcompromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Party shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only make available to the extent that the Indemnitor is materially Indemnifying Party all pertinent information and adversely prejudiced by such failuredocuments under its control.

Defense. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Mojo Indemnified Parties or Buyer Indemnified Parties (the “IndemniteesIndemnitee”) by a third party after the Closing for which Buyer a party has an indemnification obligation under the terms of Section 12.114.1 or Section 14.2, then the Indemnitee shall notify Buyer the party having such indemnification obligation (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and, in connection therewith, therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the IndemnitorIndemnitors. Except as provided in on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

Defense. If the facts pertaining to a Loss arise out of the claim of any third party, or if there is any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitees”) by a third party after available by virtue of the Closing circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within twenty (20) days following its receipt of the notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; provided, however, that the Indemnity Obligor may assume the defense or prosecution thereof only if (i) it provides evidence reasonably acceptable to the Indemnified Party that it will have the financial resources to defend the claim and satisfy its indemnification obligations; (ii) it obtains counsel which is reasonably satisfactory to the Indemnified Party; (iii) the third party claim involves only money damages and does not seek an injunction or other equitable relief; (iv) it conducts the defense of the claim actively and diligently; and (v) it keeps the Indemnified Party informed of all material developments and events relating thereto. Notwithstanding the foregoing, for which Buyer has an indemnification the avoidance of doubt, the Indemnity Obligor shall have no obligation under the terms to defend any claim of Section 12.1, then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by any third party alleging that any Current Customer Deliverable infringes any Intellectual Property of a third party to the extent the Plaintiff or Counterclaim-Plaintiff does not specifically allege in writing that the Current Customer Deliverables infringe such Intellectual Property (said notification being referred to as a “Claim Notice”) and give even if the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and Indemnity Obligor has previously elected to assume the defense of such Third-Party Claim andclaim, in connection therewith, provided that if the Indemnity Obligor elects to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the discontinue its defense of any Third-Party Claim in writing within 20 days after such claim pursuant to this sentence, the Claim Notice Indemnity Obligor must provide prompt notice to the Indemnified Parties of such Third-Party Claim has been delivered, through counsel reasonably satisfactory its election to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with discontinue the defense of such Third-claim). The Indemnified Party Claim so long as shall have the Indemnitor continues right to employ counsel separate from counsel employed by the Indemnity Obligor in any such defense until action and to participate therein, but the final resolution fees and expenses of such Third-Party Claimcounsel shall be at the Indemnified Party’s own expense. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. The Indemnitor Indemnity Obligor shall be responsible for paying all settlements made have the right to settle, adjust or judgments entered with respect to any Third-compromise such claim; provided, however, that the Indemnified Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from be liable or obligated for any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failuresettlement, adjustment or compromise of any such claim effected without its prior written consent.