Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any third party notifies any Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any shall notify either Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may is reasonably expected to give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 8(d)(ii), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a right to claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until the Indemnifying Party and (ii) assumes the defense of the Third Party Claim as provided in subsection 8.4(b), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XI§8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) unless , conditioned or delayed if the applicable judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party). (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in §8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §8(e)) pursuant to §8(e), then such notice shall also be deemed to be an Indemnification Demand. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve his or its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in, and subject to the limitations of, this §8. In the event Buyer elects to assert a demand for an adjustment to the Preliminary Purchase Price in connection with a claim for indemnification with respect to third party claims for which the procedures set forth in this Article XI§8(d) have been followed, Buyer shall comply with the procedures set forth in §8(e), §8(f) and §8(g) hereof. Any such procedures shall be in addition to and not in lieu of the indemnification procedures set forth in this §8(d).

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any . (ii) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (ii) assumes the defense of the Third Party Claim as provided in Section 8(d)(ii), the Indemnified Party will not may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event shall the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within 5 business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay failure to provide such notice on the part of the Indemnified Party in notifying any Indemnifying Party a timely basis shall relieve not release the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Section 8 except to the extent) extent the Indemnifying Party is thereby prejudicedmaterially prejudiced by such failure. (bii) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimchoice; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 8(d)(ii) above, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheldwithheld or delayed). (dv) In the event none that any Party suffers damage or loss in respect of the Indemnifying Parties assumes and conducts the defense of the Third-which it has or makes a valid claim against another Party Claim in accordance with Section 11.3(b) abovefor indemnification, (i) the Indemnified Party may defend against, and consent it must take reasonable steps to the entry of any judgment on mitigate its loss or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIdamage.

Matters Involving Third Parties. (a) If any third party notifies any shall notify a Seller Indemnified or Buyer Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party Seller or Buyer, as the case may be (the “"Indemnifying Party”") under this Article XI7 or otherwise pursuant to this Agreement, then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving service of process in a lawsuit, administrative proceeding or arbitration proceeding with respect to the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part . Each of the Indemnified matters described in this Article 7.04(a) shall be referred to in this Agreement as a "Third Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedClaim". (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon (or constitute an admission of guilt, liability, fault or responsibility for) the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party and unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnifying Party failed to assume the defense and employ counsel. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Article 7.04(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate with such reasonable costs and expenses associated therewith to be borne for the account of the Indemnifying Party. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), unless the Indemnified Party waives indemnification with respect to the Third Party Claim so settled and adjudicated. (de) In the event none The indemnification obligations of the Indemnifying Parties assumes Seller and conducts the defense Buyer, respectively under this Agreement shall include court costs and attorney's fees and expenses and costs of the Third-Party Claim in accordance with Section 11.3(b) aboveinvestigating, (i) the Indemnified Party may defend against, and consent to the entry of preparing or defending any judgment on action or enter into any settlement proceeding with respect to, the Third-to any Third Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIClaim.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within [five business days] after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, howeverHOWEVER, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 8(c)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of each of the Indemnifying Party (Parties, not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISECTION 8, then the Indemnified Party shall promptly (and in any event within fifteen business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any . (ii) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (ii) assumes the defense of the Third Party Claim as provided in SECTION 8(d)(ii), the Indemnified Party will may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) The Indemnified Party may not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be withheld unreasonably; provided that no such consent will be required if the Indemnifying Party has denied in writing its obligations to be unreasonably withheld). (d) In indemnify the event none Indemnified Party hereunder or if the Indemnifying Party has not responded to the Indemnified Party's written request for consent within 10 business days of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIParty's receipt thereof.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party Person entitled to indemnification hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may is reasonably expected to give rise to a claim for indemnification against any other Party the General Partner or Subscriber, as applicable (the “"Indemnifying Party”") under this Article XISection Thirteenth, then the Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party's failure to give such notice. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Liability of the Indemnified Party of or for any damages or other amount, any encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless ). If the judgment or proposed settlement involves only Indemnifying Party assumes and thereafter conducts the payment of money damages by one or more defense of the Third Party Claim, the Indemnifying Parties Party will not have to pay the cost of counsel of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to defend or control the defense of any Third Party Claim if (I) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or in the case of any non-criminal Proceeding by a Governmental Body that would reasonably be expected to materially and does not impose adversely affect the operations or conduct of the Partnership; (II) the Third Party Claim seeks an injunction or other equitable relief upon against the Indemnified Party; (III) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party and failed or is failing to vigorously prosecute or defend such Third Party Claim; (iiIV) the Indemnified Party will reasonably believes that the Losses relating to such Third Party Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section Thirteenth; or (V) the Indemnifying Party does not provide the Indemnified Party with reasonable evidence that the Indemnifying Party has the financial resources to defend such Third Party Claim and to fulfill its indemnification obligations under this Section Thirteenth. (iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. After the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party may participate in such defense with counsel of its choosing at the Indemnified Party's expense. (iv) In no event shall the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Parent Indemnified Party or any Buyer Indemnified Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party Parent or Buyer (the “Indemnifying Party”) under this Article XI§7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§7(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement calling for payment by the Indemnifying Party with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party. (div) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b§7(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§7.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingthereof; provided, however, that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article 8 except to the extentextent (if any) that the Indemnifying Party is thereby prejudiced. (b) shall have been actually materially prejudiced thereby. Any Indemnifying Party will shall have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must and thereafter conduct the defense of the Third-Party Claim actively at its own expense and diligently thereafter in order with counsel reasonably satisfactory to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as Party; provided, that the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement settlement: (a) involves only the payment of money damages (all of which will be paid by one or more of the Indemnifying Parties and Party); (b) does not impose an injunction or other equitable relief upon the Indemnified Party; (c) does not include the admittance of any fault; (d) involves a dismissal of the underlying claim without prejudice (if applicable); (e) includes a full release by the plaintiff or claimant of all Indemnified Parties from any Liability; and (f) includes a provision whereby the plaintiff or claimant in the matter is prohibited from disclosing publicly any information regarding the Third-Party and Claim or such relief without the Indemnified Party’s prior consent. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of, defend, compromise or settle any such Third-Party Claim in the name of the Indemnified Party if: (i) the Indemnifying Party fails to defend or fails to prosecute the defense within a reasonable time period (not to exceed thirty (30) days from the date the Indemnified Party provides notice of such Third-Party Claim) or withdraws from such defense; (ii) the Indemnified Party will shall have determined in good faith that an actual or potential conflict of interest makes representation of the Indemnifying Party and Indemnified Party by the same counsel or the counsel selected by the Indemnifying Party inappropriate; or (iii) the Third-Party Claim is a criminal Proceeding. If the Indemnified Party has assumed the defense of the Third-Party Claim, the Indemnified Party shall not consent to the entry of any judgment on or enter into any settlement with respect to the such Third-Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes . The Indemnified Party and conducts its counsel may participate in the defense of the a Third-Party Claim in accordance with Section 11.3(b) above, (i) even if the Indemnified Indemnifying Party may defend against, chooses to assume and consent to conduct the entry defense of any judgment on or enter into any settlement with respect to, the such Third-Party Claim Claim, but in any manner it may reasonably deem appropriate (and such case the expenses of the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses Party’s additional counsel shall be paid by the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIParty.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party Seller Indemnitee or Buyer Indemnitee, as the case may be (an for purposes of this Section 8(d), the “Indemnified Party”) ), with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party the indemnifying party under Section 8(b) or Section 8(c), as applicable (for purposes of this Section 8(d), the “Indemnifying Party”) under this Article XI8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on a written notice stating the part amount of the Indemnified Party Adverse Consequences, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in notifying any respect of which such right of indemnification is claimed or arises. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedprejudiced by the Indemnified Party’s failure to give such notice. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party, without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 8(d)(i), the Indemnified Party and (ii) may defend against the Third Party Claim in any manner it reasonably may deem appropriate; provided, however, that in no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-any such Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (b) Any The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b8.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b8.4(b) above, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI8.

Matters Involving Third Parties. (a) If any third party notifies Person shall notify any Party (an such Party, together with any other Person entitled to indemnification hereunder, the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party (such Party, together with any other Party required to provide indemnification hereunder, the “Indemnifying Party”) under this Article XIX, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part failure of the Indemnified Party to provide timely notice shall not result in notifying the forfeiture of any Indemnifying rights of the Indemnified Party shall relieve except to the extent such failure results in the loss or waiver of substantive defenses of the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedParty. (b) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that if the Indemnifying Party must elects to assume the defense of a Third-Party Claim: (i) the Indemnifying Party shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Party for its fees or expenses subsequently incurred by the Indemnified Party in connection with the defense of the Third-Party Claim actively and diligently thereafter other than reasonable costs of investigation; (ii) the Indemnifying Party shall admit in order to preserve its rights in this regard; and provided further writing that the Indemnified Party is entitled to indemnification under this Agreement for the entirety of any Loss arising, directly or indirectly, from or in connection with the Third-Party Claim, subject to the limits of liability set forth in this Article X; (iii) the Loss that can be reasonably anticipated to be incurred in connection with such Third Party Claim is within the limits of liability set forth in this Article X; (iv) no compromise or settlement of such Third-Party Claim may retain separate cobe effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation by the Indemnified Party of any applicable Laws or any rights of any Person, (B) the Indemnified Party receives a full release of and from any other claims that may be made against the Indemnified Party by the third party bringing the Third-Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (v) the Indemnified Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. All costs and expenses incurred by the Indemnifying Party in defending such Third Party Claim shall be paid by the Indemnifying Party; provided, however, that (i) counsel at its sole cost for the Indemnified Party is reasonably acceptable to the Indemnifying Party, (ii) the Indemnified Party keeps the Indemnifying Party reasonably informed of the progress of any Third Party Claim including providing copies of notices, pleadings and expense court submissions, and participate (iii) permits counsel for the Indemnifying Party to assist in the defense of the Third-any Third Party Claim. (c) So long as If the Indemnifying Party has assumed does not assume the defense of a Third-Party Claim in the manner provided in Section 10.04(b) or if the Indemnifying Party does not conduct the defense of a Third-Party Claim in the manner provided in Section 10.04(b), the Indemnifying Party shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Party (d) Unless and is conducting until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in accordance with Section 11.3(b) above10.04(b), (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) abovehowever, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, against the Third-Party Claim in any manner he, she, or it may reasonably deem appropriate necessary and appropriate. (and the e) Any Indemnified Party need not consult withshall cooperate in all reasonable respects with the Indemnifying Parties and their attorneys in the investigation, or obtain trial and defense of such Third Party Claim and any consent fromappeal arising therefrom and shall furnish such records, any Indemnifying Party information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith) and (ii) . Such cooperation shall include access during normal business hours afforded to the Indemnifying Party and its agents and representatives to 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 and explanation of any materials provided hereunder. The Parties will remain responsible for shall cooperate with each other in any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim notifications to insurers. (f) All indemnification payments under this Article X shall be deemed adjustments to the fullest extent provided in this Article XIPurchase Price.

Matters Involving Third Parties. (ai) If any third A party notifies any Party entitled to indemnification hereunder (an the “Indemnified Claiming Party”) with respect will give the party obligated to provide such indemnification (the “Indemnifying Party”) prompt notice of any matter claim of a third party (a “Third-Party Claim”) that may give rise as to a claim for which the Claiming Party has the right to demand indemnification against any other Party hereunder (the “Indemnifying PartyInitial Claim Notice”) under this Article XI, then ). The failure to promptly give such Initial Claim Notice to the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from of any obligation hereunder liability hereunder, unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedwas prejudiced thereby. (bii) Any Promptly after receiving such Initial Claim Notice, the Indemnifying Party will assume the defense of such Third-Party Claim at its own expense and may settle such Third-Party Claim, but will not, without the written consent of the Claiming Party, agree to (i) any injunctive relief affecting the Claiming Party or any of its Affiliates or (ii) any settlement that would adversely affect the business or operations of the Claiming Party or any of its Affiliates. (iii) The Claiming Party will have the right to assume engage their/its own legal counsel (and other professional advisers) in connection with the defense of such Third-Party Claim, at the Claiming Party’s expense. The Indemnifying Party will keep the Claiming Party fully informed of all matters material to such defense and Third-Party Claim with counsel at all stages thereof, whether or not the Claiming Party is represented by separate legal counsel. (iv) If the Indemnifying Party does not commence a defense within 30 days following receipt of such Initial Claim Notice (or such shorter period, if any, during which a defense must be commenced for the preservation of rights), the Claiming Party may, at its choice reasonably satisfactory option, settle or defend such Third-Party Claim at the expense of the Indemnifying Party. (v) If a judgment or order in favor of such third party is rendered against the Claiming Party or such Third-Party Claim is settled resulting in losses on the part of the Claiming Party, then the amount of such losses incurred by the Claiming Party will be paid by the Indemnifying Party. (vi) Each of the Contributors, STAK and Tornier will, and will cause its Affiliates to, promptly make available to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice other party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of the such party relating to such defense of such Third-Party Claim; provided, howeversubject to reasonable confidentiality requirements. Each of Contributor, that STAK and Tornier will render to the Indemnifying Party must conduct other parties such assistance as such other parties may reasonably request to ensure the proper and adequate defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the such Third-Party Claim. (cvii) So long as the Indemnifying Party has assumed and is In conducting the any defense of the or dealing with any Third-Party Claim in accordance hereunder, each party will use commercially reasonable efforts to protect and preserve the reputation and goodwill associated with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or each other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)party. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any . (ii) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 8(d)(ii), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party party entitled to be indemnified hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party the Company or the Investor (the “"Indemnifying Party”") under this Article XISection 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) So long as the Indemnifying Party has assumed and (iiis conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (dv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.4.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a the “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost costs and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter entry into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, above (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 8.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any of a matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIARTICLE XII, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing, describing the claim in reasonable detail (to the extent then known), the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part of failure to so promptly notify the Indemnified Party in notifying any Indemnifying Party shall relieve not limit the Indemnifying Party from any obligation hereunder unless (and then solely indemnification obligations under this Agreement except to the extent) extent that the Indemnifying Party is thereby prejudicedmaterially and adversely prejudiced by such failure. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, including the MiMedx Litigation, at such Indemnifying Party’s expense, and at its option will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that (x) the Indemnifying Party must conduct acknowledge that it would have an indemnity obligation for Losses resulting from such Third Party Claim as provided under, and subject to the limitations in, this ARTICLE XII and (y) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, except that the Third-fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than as set forth below). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim actively and diligently thereafter shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in order the previous sentence within 30 days of receipt of notice of the Third Party Claim pursuant to preserve the first sentence of this Section 12.4, (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its rights Affiliates or (iv) the amount of Losses sought pursuant to the Third Party Claim exceeds the Losses for which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party will not consent to the entry of any judgment, enter into any settlement or issue or permit any public statement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves solely the payment of money damages, does not impose an injunction or other equitable relief upon the Indemnified Party and provides for the express and unconditional release of the Indemnified Party from all liabilities and obligations with respect to such claim with prejudice, in this regardwhich case no consent will be required as to such judgment or settlement; and provided further provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the . An Indemnified Party (shall not to be unreasonably withheld) unless the judgment settle or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of compromise any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party; provided that such consent shall not be required in the event that such settlement expressly releases the Indemnifying Party from all liabilities and obligations with respect to such claim. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested by the Indemnifying Party in connection therewith. (c) The procedures in this Section 12.4 shall not apply to be unreasonably withheld)direct claims of Indemnified Parties. (d) In Notwithstanding the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating toforgoing, in the nature ofevent of a conflict between this Section 12.4 and Section 9.6, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 9.6 shall prevail, govern and control.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article XIVIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above8.4(b), however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he, she or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (ii) the Indemnifying Parties will remain responsible for any Losses adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XI.VIII. ARTICLE

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on writing (although the part of failure to so notify the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) Liability that the Indemnifying Party is thereby prejudicedmay have under this Section 8(d) except to the extent that such failure prejudices the Indemnifying Party). (bii) Any The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and provides a clear and unconditional release of the Indemnified Party. (iiiii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Subsection 8(d)(ii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld or delayed unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (an “Indemnified Party”) with respect to any matter (each, a “Third-Third Party Claim”) which may give rise to a claim for indemnification pursuant to this ‎Article VIII, the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the Third Party Claim may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingand specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will have the right at any time to assume the defense of against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days and control the defense of such Third Party Claim so long as the Indemnifying Party conducts such defense in a reasonably diligent manner. (c) From and after the Indemnified Party has given notice of the Third-Party Claim; provided, however, date that the Indemnifying Party must conduct has assumed and is conducting the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that accordance with ‎Section 8.5‎(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in in, but not control, the defense of the Third-Third Party Claim. ; (cii) So long as the Indemnifying Party and the Indemnified Party shall cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees and Representatives; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action which has assumed and is conducting the defense affect of the Thirdwaiving, its attorney-Party Claim in accordance client privilege with Section 11.3(b) above, respect thereto; (iiii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party; and (iiiv) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which shall not to be unreasonably withheld, conditioned or delayed). (d) In the event none of that the Indemnifying Parties assumes and conducts Party has not assumed the defense of the Third-Third Party Claim in accordance with Section 11.3(b) aboveafter notice thereof, (i) the Indemnified Party may defend against, and consent to against the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and appropriate; (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (iii) the Indemnifying Party will remain responsible for any Losses costs the Indemnified Party may suffer incur resulting from, arising out of, relating to, in from the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIsuch costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 9, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 9(d)(i), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third-Party Claim as provided in Section 8(d)(ii) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writingwriting (the “Third Party Claim Notice”). (ii) The Indemnifying Party will have the right at any time within 30 days following its receipt of a Third Party Claim Notice to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only provides solely for the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon and the Indemnified Party receives an unconditional release with respect to such claim or settlement. (iii) Unless and (iiuntil the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 8(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”) Fields with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) Principal Shareholder under this Article XISection 9, then the Indemnified Party Fields shall promptly notify each Indemnifying Party the Principal Shareholder thereof in writing; provided, however, that no delay on the part of the Indemnified Party Fields in notifying any Indemnifying Party the Principal Shareholder shall relieve the Indemnifying Party Principal Shareholder from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Principal Shareholder thereby is thereby prejudiced. (bii) Any Indemnifying Party The Principal Shareholder will have the right to assume defend Fields against the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time Fields so long as (A) the Principal Shareholder notifies Fields in writing within 15 days after the Indemnified Party Fields has given notice of the Third-Third Party Claim; provided, however, Claim that the Indemnifying Party must conduct Principal Shareholder will indemnify Fields from and against the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry entirety of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Adverse Consequences Fields may suffer resulting from, arising out of, relating to, in the nature of, or caused by the ThirdThird Party Claim; (B) the Principal Shareholder provides Fields with evidence acceptable to Fields that the Principal Shareholder will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; (D) the settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Fields, likely to establish a precedential custom or practice materially adverse to the continuing business interests of Fields; and (E) the Principal Shareholder conducts the defense of the Third Party Claim actively and diligently. (iii) The party not conducting the defense of the Third Party Claim above may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (iv) The party conducting the defense (A) will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the other party (not to be withheld unreasonably); and (B) will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the other party (not to be withheld unreasonably). (v) In the event any of the conditions in Section 9(c)(ii) above is or becomes unsatisfied, however, (A) Fields may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and Fields need not consult with, or obtain any consent from, any Principal Shareholder in connection therewith); (B) the Principal Shareholder will reimburse Fields promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses); and (C) the Principal Shareholder will remain responsible for any Adverse Consequences Fields may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XISection 8. . The indemnity payment to Fields by the Principal Shareholder with respect to any claim indemnifified under Sections 9(b)(i) or (ii), but not with respect to any Third Party Claim under Section 9(c) hereof, shall be limited to: (i) any loss or reduction, arising from or by reason of such claim, of amounts the Company paid, distributed, or that would have otherwise been available for the Company's payment or distribution to Fields by reason of its status as a shareholder of the Company, or otherwise, which loss or reduction arises from or by reason of a claim for which the Principal Shareholder is obligated to indemnify Fields pursuant to this Agreement; and (ii) all professional fees (including without limitation attorney's fees) and costs, and out of pocket expenses reasonably incurred by Fields in connection with such claims; and (iii) additional amounts necessary to compensate the Fields for the time cost of money (using the Applicable Rate as the discount rate) in determining the amount of the indemnity payment pursuant to this Section 9(d). . The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy Fields may have for breach of representation, warranty, or covenant. The Company and the Principal Shareholder hereby agree that he or it will not make any claim for indemnification against any of the Company and its Subsidiaries by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by Fields against the Company or the Principal Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise). For purposes of determining the amount of the indemnity payment due from the Principal Shareholder, the term "Fields" in Section 9(d) above shall include Xxx. Xxxxxx' Original Cookies, Inc., a Fields' affiliate ("MFOC"), which entered into that certain Management Agreement of even date with the Company, for purposes of determining any such payable by the Principal Shareholder under this Agreement. . In the event of any claim by Fields under this Section 9, the Fields shall be entitled to exercise rights of offset against any amounts due the Principal Shareholder from the Company in the form of a bonus payable to him in connection with his employment by the Company, or as a dividend by reason of his status as a shareholder of the Company. . No exercise of the rights of offset under Section 9(f) shall be permitted with respect to claims made under this Section 9 unless and until the Adverse Consequences (determined in accordance with Section 9 (d) above) suffered by Fields, in the aggregate for claims asserted under this Section 9, exceeds $100,000; but once such amount is exceeded, Fields may recover the initial $100,000 together with amounts in excess of $100,000.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an “Indemnified Party”) shall notify the Indemnitee with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 9, then the Indemnified Party Indemnitee shall promptly notify each Indemnifying Party the Indemnitor thereof in writing; provided, however, that no delay on the part of the Indemnified Party Indemnitee in notifying any Indemnifying Party the Indemnitor shall relieve the Indemnifying Party Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Indemnitor thereby is thereby prejudiced. (bii) Any Indemnifying Party The Indemnitor will have the right to assume defend the defense of Indemnitee against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time Indemnitee so long as (A) it notifies the Indemnitee in writing within 15 days after the Indemnified Party Indemnitee has given notice of the Third-Third Party Claim; provided, however, Claim that the Indemnifying Party must conduct Indemnitor will indemnify the defense of Indemnitee from and against the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry entirety of any judgment on or enter into any settlement with respect to Adverse Consequences the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the ThirdThird Party Claim, and (B) the Indemnitor conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnitor is conducting the defense of the Third Party Claim in accordance with Section 9(c)(ii) above, (A) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, provided that the Indemnitor's counsel will be lead counsel, (B) the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee, not to be unreasonably withheld. (iv) In the event any of the conditions in Section 9(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith), (B) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (C) the Indemnitor will remain responsible for any Adverse Consequences the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XISection 9.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XISection 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 business days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b7(e)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b7(e)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 7.

Matters Involving Third Parties. (a) If any third party notifies any Party (an “Indemnified Party”) Except with respect to Taxes, which are covered by Section 4.11, each Person entitled to indemnification under this Article VI (the “Indemnified Person”) shall give notice to the Person required to provide indemnification hereunder (the “Indemnifying Person”) promptly after such Indemnified Person receives written notice of any matter claim, action, suit, proceeding or demand asserted by any Person who is not a party (or a successor to a party) to this Agreement (a “Third-Party Claim”) ), setting forth in reasonable detail the facts and circumstances pertaining thereto and the basis for the Indemnified Person’s right to indemnification; provided that may give rise the failure by an Indemnified Person to a claim for indemnification against so notify the Indemnifying Person shall not relieve any other Party (the “Indemnifying Party”) Person of its obligations under this Article XIVI, then except to the extent that such failure prejudices such Indemnifying Person. Thereafter, in the event that the Indemnifying Person assumes the defense of such Third-Party Claim pursuant to Section 6.04(b), the Indemnified Party Person shall promptly notify each deliver to the Indemnifying Party thereof in writing; provided, however, that no delay on the part Person copies of all notices and documents (including court papers) received by the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely Person relating to the extent) the Indemnifying Third-Party is thereby prejudicedClaim. (b) Any Except with respect to Taxes, which are covered by Section 4.11, the Indemnifying Party Person will have the right to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory choice, at the Indemnifying Person’s sole cost and expense (which assumption must be made by the Indemnifying Person, by notice to the Indemnified Party at any time Person hereto in writing, within 15 thirty (30) days after having been notified by the Indemnified Party has given notice Person of the existence of such Third-Party ClaimClaims); provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party Person will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party Person (not to be unreasonably withheld) , conditioned or delayed), unless the judgment or proposed settlement (1) involves only the payment of money damages against which the Indemnified Person is indemnified by one or more the Indemnifying Person, covers the full amount of the Indemnifying Parties liability in such Third-Party Claim and releases the Indemnified Person and its Affiliates from all Liability or obligation in connection with such Third-Party Claim, (2) does not impose an injunction or other equitable non-monetary relief upon the Indemnified Party Person and (ii3) does not involve a finding or admission of any violation of Law or other wrongdoing by the Indemnified Party will not consent Person. Counsel selected by the Indemnifying Person to the entry of defend any judgment on or enter into any settlement with respect to the such Third-Party Claim without shall be a recognized law firm with the prior written experience and resources to defend the Indemnified Person against any such Third-Party Claim in any such proceeding (and shall be consented to by the Indemnified Person, such consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of . If the Indemnifying Parties Person elects to assume the defense of a Third-Party Claim, (A) the Indemnified Person will cooperate in all reasonable respects with the Indemnifying Person and its attorneys in such defense and (B) the Indemnifying Person will not be liable to the Indemnified Person for legal expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. In any such action or proceeding, the Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless (i) the Indemnifying Person and the Indemnified Person mutually agree to the retention of such counsel, or (ii) the Indemnifying Person and the Indemnified Person have actual or potential differing defenses or conflicts of interests between them that make joint representation inappropriate, then in all such cases of clauses (i) and (ii), the Indemnifying Person shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Person. Provided that an Indemnified Person has given the Indemnifying Person notice of a Third-Party Claim as required hereunder, unless an Indemnifying Person assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) aboveClaim, (i) the Indemnified Party Person may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, against the Third-Party Claim in any manner it may reasonably deem appropriate (appropriate, and the Indemnified Party need not consult with, or obtain Indemnifying Person shall be bound by any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the final determination with respect to such Third-Party Claim prior to such assumption; provided, however, that the Indemnified Person may not agree to any settlement without the consent of the Indemnifying Person, which consent will not be unreasonably withheld, conditioned or delayed. Each party shall reasonably cooperate with the other parties by providing records and information on a timely basis that are reasonably relevant to any Third-Party Claim, and shall in good faith regularly consult with counsel for the other parties and include such counsel in relevant conferences and proceedings to the fullest extent provided requested by such counsel. Within ten (10) Business Days of determination of the amount of a Third-Party Claim becoming non-appealable (whether as a result of procedural exhaustion or lapse of time), the Indemnifying Person shall pay to the Indemnified Person an amount equal to the aggregate Losses relating to such Third-Party Claim by wire transfer of immediately available funds to the bank account or accounts designated in writing by the indemnified party not less than one (1) Business Day prior to such payment. (c) Notwithstanding anything to the contrary contained in this Article XIVI, the parties shall cooperate with each other to obtain the benefits of any insurance coverage for Third-Party Claims that may be in effect at the time a Third-Party Claim is asserted, and, if any insurance carrier for Parent, any Affiliate of Seller, Purchaser or the Bank is obligated or agrees to defend any Third-Party Claim, such defense shall be tendered to such insurance carrier and the rights of the parties among themselves regarding the assumption and control of such defense shall be subject to the reasonable requirements of such insurance carrier. Nothing contained herein shall obligate any party to obtain or continue after the Closing any insurance coverage for any period. (d) The amount of any Losses of any Indemnified Person under this Article VI and Section 4.11 shall be reduced by the amount, if any, (1) received by the Indemnified Person from any third Person (including, without limitation, any insurance company or other insurance provider (such amount being referred to herein as a “Third-Party Reimbursement”)), in respect of the Losses suffered thereby and (2) of all net Tax benefits actually realized by the Indemnified Person through a reduction in Taxes otherwise due as a result of such Losses incurred or suffered by the Indemnified Person. If, after receipt by an Indemnified Person of an indemnification payment hereunder, such Person receives a Third-Party Reimbursement in respect of the same Losses (whether in whole or in part) for which indemnification was made and such Third-Party Reimbursement was not taken into account in assessing the amount of indemnification, then the Indemnified Person shall promptly turn over all or the relevant portion of such Third-Party Reimbursement to the Indemnifying Person up to the amount of the indemnification paid pursuant hereto. (e) No Indemnifying Person shall have any liability under this Article VI or Section 4.11 for indirect, speculative, special, incidental, consequential, punitive or similar damages, including lost profits, lost opportunity costs or lost prospective economic advantage (collectively, “Consequential Damages”); provided, however, that this sentence shall not apply to any Losses incurred by an Indemnified Person in a Third-Party Claim that includes claims against the Indemnified Person for Consequential Damages. Any Indemnified Person that becomes aware of a Loss for which it seeks indemnification under this Article VI shall be required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by the Indemnifying Person, and an Indemnifying Person shall not be liable for any Loss to the extent that it is attributable to the Indemnified Person’s failure to mitigate. Parent and its Affiliates shall have no liability for any Loss which would not have arisen but for any change in the accounting policies, practices or procedures adopted by Purchaser or its Affiliates or for any other act or omission by Purchaser or its Affiliates (including the Bank) after the Closing Date.

Matters Involving Third Parties. (a) 1. If any third party notifies any Party (an “Indemnified Party”) shall notify Brokat with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XIVIII, then the Indemnified Party Brokat shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party Brokat in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby materially prejudiced. (b) 2. Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its his choice reasonably satisfactory to the Indemnified Party Brokat at any time within 15 days after the Indemnified Party Brokat has been given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its his rights in this regard; and provided further that the Indemnified Party Brokat may retain separate co-counsel at its sole cost and expense and participate observe, consul and cooperate in the defense of the Third-Third Party Claim. (c) 3. So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b) (S)VIII.B.2., above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party Brokat (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party Brokat and (iiB) the Indemnified Party Brokat will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) 4. In the event none of the Indemnifying Parties assumes do not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above(S)VIII.B.2., (iA) the Indemnified Party Brokat may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it Brokat reasonably may reasonably deem appropriate (and the Indemnified Party Brokat need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Adverse Consequences Brokat may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIVIII.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other Party party (the “"Indemnifying Party”") under this Article XIVI, then the Indemnified Party shall promptly (and in any event, if the matter concerns a legal proceeding, within 15 business days after receiving notice of the Third Party Claim, and with respect to any other matter, within 30 business days) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that that (i) if the Indemnifying Third Party must conduct Claim falls within the defense scope of the Third-Party Claim actively and diligently thereafter indemnification set forth in order to preserve its rights in this regard; and provided further that Section 6.2(d), then the Indemnified Party may retain separate co-counsel at its sole cost shall have the right to refuse to accept such assumption of defense by Indemnifying Party unless and expense and participate in the defense of the Third-Party Claim. (c) So long until such time as the Indemnifying Party has assumed shall provide to the Indemnified Party such assurances of payment and is conducting performance of such indemnification obligation as shall be reasonably satisfactory to the defense of the Third-Party Claim in accordance with Section 11.3(b) above, Indemnified Party; and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 6.4(b) above, however, the Indemnified Party will not may defend against the Third Party Claim in any manner it reasonably may deem appropriate, including, without limitation, consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Claim. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies any shall notify the Indemnified Party (an “Indemnified Party”) with respect as to any matter in respect of which the right to indemnification contained in this Section 9 may be claimed (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve give the Indemnifying Party from any obligation hereunder unless (notice of such Third Party Claim as provided in Section 9.02 above; and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume defend the defense Indemnified Party against the Third Party Claim, consent to the entry of the Third-Party Claim any judgment with respect thereto and enter into any settlement with respect thereto, all with counsel of its choice reasonably satisfactory to choice, so long as the Indemnifying Party notifies the Indemnified Party at any time in writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third-Third Party Claim; provided, howeverClaim pursuant to Section 9.02, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that will indemnify the Indemnified Party may retain separate co-counsel at its sole cost from and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses against Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third-Third Party Claim. (b) If the Indemnifying Party undertakes the defense of any Third Party Claim pursuant to Section 9.03(a) above, the Indemnified Party may retain separate co-counsel at its sole cost and expense (and such expenses shall not be Indemnifiable Damages) and participate in the defense of such Third Party Claim. The Indemnified Party will not consent to the fullest extent provided entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim that does not include a full release by the third party of the Indemnified Party from all Indemnifiable Damages relating to such Third Party Claim, without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (c) The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the other parties hereto information or data in this Article XIconnection with the handling of the defense of any Third Party Claim or litigation (including counterclaims filed by the parties), and the party receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, including, without limitation, (1) all reasonable out-of-pocket, travel and similar expenses incurred by its personnel in rendering these services; and (2) all reasonable fees and expenses for services performed by third parties engaged by or at the request of such other party.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof as provided in writing; §7.5 below, provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will shall have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given written notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above§7.5 below, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably withheld) unless if the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party) and (ii) the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above§7.5 below, (i) then any failure of the Indemnified Party may to defend againstany such claim, and consent suit, action or proceeding or to cause the entry of any judgment on or enter into any settlement with respect tosame to be done, shall not relieve the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIof its obligations hereunder.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give gives rise to a claim for indemnification against any other another Party (the “Indemnifying Party”) under this Article XIVII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at in any time event within 15 days Business Days after the Indemnified Party has given receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing (a “Notice”); provided, however, that failure to give such Notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement from any Indemnifying Party except to the extent that such Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure except and to the extent that the Indemnifying Party must can demonstrate actual material loss or actual material prejudice (and in any event, solely to the extent of such loss or prejudice) as a result of such failure. For the avoidance of doubt, this Section 7.5 shall not apply with respect to any Tax Contests, which shall be governed solely by Section 6.8(c). (b) In the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the defense performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no additional obligation, restriction or Losses shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder) and (iv) employ counsel to contest any such claim or liability; provided, that the Indemnifying Party shall not have the right to assume control of such defense, if the claim for which the Indemnifying Party seeks to assume control: (w) seeks non‑monetary relief (except where non‑monetary relief is merely incidental to a primary claim or claims for monetary damages), (x) involves criminal allegations, (y) is one in which the Indemnifying Party is also a Party and for which joint representation would, in the reasonable opinion of the Indemnified Party’s or Indemnifying Party’s respective counsel, be inappropriate or, in the reasonable opinion of the Indemnified Party’s or Indemnifying Party’s respective counsel, there may be legal defenses available to the Indemnified Party that are materially different from or materially additional to those available to the Indemnifying Party or (z) involves a claim for which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnifying Party shall, within 30 days after delivery of the Notice to Indemnifying Party (or sooner, if the nature of the Third-Party Claim actively so requires) (the “Dispute Period”), notify the Indemnified Party of its intention as to the conduct and diligently thereafter in order to preserve its rights in this regard; and control of the defense of such claim, provided further that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any claim, the Indemnified Party shall take commercially reasonable steps to defend (but may retain separate co-counsel at its sole cost and expense and participate in not settle) such claim. If the Indemnifying Party shall decline to assume the defense of the Third-Party Claim. (c) So long as any such claim, or the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent shall fail to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of notify the Indemnified Party (not to be unreasonably withheld) unless within the judgment or proposed settlement involves only the payment of money damages by one or more Dispute Period of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Party’s election to defend such claim, the Indemnified Party and shall defend against such claim (ii) provided that the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim settle such claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned or delayed). (d) In the event none of and the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the as a result of such Third-Party Claim to the fullest extent provided in subject to indemnification under this Article XIVII.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time by providing written notice to the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party ClaimClaim to the Indemnifying Party; provided, however, that the Indemnifying Party must shall conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that to assume the defense of such Third-Party Claim. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided, however, that if the representation of the Indemnified Party and the Indemnifying Party by the same counsel creates a conflict of interest under applicable standards of professional conduct of attorneys or prejudices the defenses available to the Indemnified Party, then the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives notice from the Indemnifying Party that it will assume the defense of such Third Party Claim, and the Indemnifying Party shall reimburse the Indemnified Party for any expenses, including fees and expenses of counsel, incurred in connection with such defense promptly upon written request therefor. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement (I) involves only the payment of money damages by one or more of the Indemnifying Parties and Parties, (II) does not impose an injunction or other equitable relief upon the Indemnified Party, (III) includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim and (iiIV) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnified Party, and (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the such Third-Party Claim in any manner he, she, or it may reasonably deem deems appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 8. (v) If there shall be any conflicts between the provisions of this Section 8(d) and Section 9(f) (relating to Tax contests), the provisions of Section 9(f) shall control with respect to Tax contests.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI§5, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §5(e)) pursuant to §5(e), then such notice shall also be deemed to be an Indemnification Demand. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve his or its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§5(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b§5(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in, and subject to the limitations of, this §5. In the event Buyer elects to assert a demand for an adjustment to the Preliminary Purchase Price in connection with a claim for indemnification with respect to third party claims for which the procedures set forth in this Article XI§5(d) have been followed, Buyer shall comply with the procedures set forth in §5(e), §5(f) and §5(g) hereof. Any such procedures shall be in addition to and not in lieu of the indemnification procedures set forth in this §5(d).

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XIss.6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. Any counsel provided by an insurance company shall be deemed to be satisfactory. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bss.6(e)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(bss.6(e)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIss.6.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XI(S)8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b(S)8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b(S)8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XI(S)8.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Buyer Indemnified Party or Seller Indemnified Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that ), which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIVIII, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part failure of the Indemnified Party in notifying to give any Indemnifying Party notice required under this Section 8.4(a) shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article VIII except to the extent) the , if at all, that such Indemnifying Party is thereby prejudicedshall have been prejudiced thereby. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim at such Indemnifying Party’s expense, and, upon agreeing in writing that it is obligated to indemnify the Indemnified Party with respect to such Third-Party Claim hereunder, at its option will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that (i) in no event shall the Indemnifying Party must conduct be permitted to assume the defense of the a Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that if (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the reasonably determines that such Third-Party Claim in accordance with Section 11.3(bmay materially and adversely impact the reputation of such Indemnified Party or one of its Affiliates or (B) abovesuch Third-Party Claim involves an Educational Agency or an Educational Approval, and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) , delayed or conditioned), unless the Indemnifying Party shall (A) pay or cause to be paid all amounts arising out of such settlement or judgment or proposed settlement involves only concurrently with the payment effectiveness of money damages by one or more such settlement, (B) not encumber any of the Indemnifying Parties material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and does not impose an injunction (C) obtain, as a condition of any settlement or other equitable relief upon resolution, a complete release of any Indemnified Party potentially affected by such Third-Party Claim, in which case no consent will be required; and provided, further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim (ii) it being understood, however, that the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party, except in those instances where counsel selected by the Indemnifying Party will has a conflict of interest (based on the advice of counsel to this effect), in which case then the Indemnifying Party shall pay the expenses of both the Indemnified Party’s counsel and the Indemnifying Party’s counsel). An Indemnified Party shall not consent to the entry of settle or compromise any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned). (d) In the event none of the . The Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) shall keep the Indemnified Party may defend againstinformed of all material developments and events relating to such Third Party Claims. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, shall make available its personnel, and consent shall provide such testimony and access to its books and records as is reasonably requested by the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) . If the Indemnifying Parties will remain responsible for any Losses Party does not notify the Indemnified Party may suffer resulting fromin writing within twenty (20) days after the receipt of the Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, arising out ofthe Indemnified Party shall have the right to contest, relating to, in the nature of, settle or caused by compromise the Third-Party Claim Claim, but shall not thereby waive any right to the fullest extent provided in indemnity therefor pursuant to this Article XIAgreement.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably conditioned, delayed, or withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (iiassumes the defense of the Third-Party Claim as provided in §8(d)(ii) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably conditioned, delayed, or withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party party entitled to be indemnified hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party the Company or the Investor (the “"Indemnifying Party”") under this Article XISection 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) So long as the Indemnifying Party has assumed and (iiis conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (dv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.,

Matters Involving Third Parties. (a) If any third party notifies any shall notify the Indemnified Party (an “Indemnified Party”) with respect as to any matter in respect of which the right to indemnification contained in this Section 8 may be claimed (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI"THIRD PARTY CLAIM"), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve give the Indemnifying Party from any obligation hereunder unless (notice of such Third Party Claim as provided in Section 8.02 above; and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume defend the defense Indemnified Party against the Third Party Claim, consent to the entry of the Third-Party Claim any judgment with respect thereto and enter into any settlement with respect thereto, all with counsel of its choice reasonably satisfactory to choice, so long as the Indemnifying Party notifies the Indemnified Party at any time in writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third-Third Party Claim; provided, howeverClaim pursuant to Section 8.02, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that will indemnify the Indemnified Party may retain separate co-counsel at its sole cost from and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses against Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third-Third Party Claim. (b) If the Indemnifying Party undertakes the defense of any Third Party Claim pursuant to Section 8.03(a) above, the Indemnified Party may retain separate co-counsel at its sole cost and expense (and such expenses shall not be Indemnifiable Damages) and participate in the defense of such Third Party Claim. The Indemnified Party will not consent to the fullest extent provided entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim that does not include a full release by the third party of the Indemnified Party from all Indemnifiable Damages relating to such Third Party Claim, without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (c) The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the other parties hereto information or data in this Article XIconnection with the handling of the defense of any Third Party Claim or litigation (including counterclaims filed by the parties), and the party receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, including, without limitation, (1) all out-of-pocket, travel and similar expenses incurred by its personnel in rendering these services; and (2) all fees and expenses for services performed by third parties engaged by or at the request of such other party.

Matters Involving Third Parties. (a) If any third party notifies any a Buyer Indemnified Party or Sellers Indemnified Party (an as applicable, the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give gives rise to a claim for indemnification against any other Party a Seller, Buyer and/or Sangoma (the “Indemnifying Party”) under this Article XI‎Section 12 (a “Third-Party Claim”), then the Indemnified Party shall promptly (and in any event within thirty (30) Business Days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writingwriting (a “Notice”); provided, however, that no delay on that, failure to give such Notice within such thirty (30) Business Day period shall not limit the part right of the an Indemnified Party in notifying to recover hereunder from any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely except to the extent) the extent that such Indemnifying Party is thereby prejudicedactually and materially prejudiced by such failure. (b) Any Without limiting any rights of the insurer under the RWI Policy, as between the Indemnified Party and the Indemnifying Party, in the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party may advise the Indemnified Party in writing whether it will exercise its right, at its sole cost and expense, to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim regardless of whether or not it assumes the right to control or direct the defense of such Third-Party Claim pursuant to the terms of this Section 12.6(b) without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed)), and (iv) employ counsel to contest any such claim or liability; provided, that the Indemnifying Party’s rights set forth in the foregoing subsections (i) through (iv) is subject to the approval of the Indemnified Party (such approval not to be unreasonably withheld, conditioned or delayed), and the Indemnifying Party shall not have the right to assume control of such defense, if the claim for which the Indemnifying Party seeks to assume control: (v) involves a claim or claims which the Indemnifying Party has refused to accept responsibility for, (w) seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (x) involves criminal allegations, (y) involves a claim which the Indemnifying Party failed or is failing to vigorously prosecute or defend, or (z) asserts Damages in excess of which the Indemnifying Party remains liable for pursuant to this Agreement. The Indemnifying Party shall, within thirty (30) days after delivery of the Notice to the Indemnifying Party (or sooner, if the nature of the Third-Party Claim reasonably so requires) (the “Dispute Period”), notify the Indemnified Party of its intention as to the conduct and control of the defense of such Third-Party Claim, including whether the Indemnifying Party objects to the Indemnified Party’s asserted indemnification claim with respect to the Third-Party Claim. In the event the Indemnifying Party objects to the Indemnified Party’s asserted indemnification claim within the Dispute Period, for a period of thirty (30) days after notifying the Indemnified Party of any such dispute, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve the matter. In the event that the dispute is not resolved within thirty (30) days after the date the Indemnifying Party’s dispute notice is given, the Indemnifying Party and the Indemnified Party may thereupon proceed to pursue any and all available remedies at law. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall not assume the defense of any such claim, or the Indemnifying Party shall fail to notify the Indemnified Party within the Dispute Period of the Indemnifying Party’s election to defend such claim, the Indemnified Party shall use its commercially reasonable efforts to defend against such claim or settle such claim (provided that the Indemnified Party shall not settle such claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed)) and the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer as a result of such Third-Party Claim to the extent subject to indemnification under this ‎Section 12. Notwithstanding anything to the contrary herein, the Indemnified Party shall have the right, but not the obligation (upon delivering notice to such effect to the Indemnifying Party) to retain separate counsel of its choosing, defend such Third-Party Claim and have the sole power to direct and control such defense (all at the cost and expense of the Indemnifying Party), if (A) the Indemnifying Party fails to actively and diligently conduct the defense of the Third-Party Claim, (B) such Third-Party Claim seeks an injunction or other equitable remedies in respect of the Indemnified Party or its business, (C) such Third-Party Claim is reasonably likely to result in Damages that, taken with other then existing claims under this Section 12, would not be fully indemnified hereunder, (D) the Indemnified Party has been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory or that there are legal defenses available to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that are different from or additional to those available to the Indemnifying Party must conduct the defense of the Party, or (E) such Third-Party Claim actively and diligently thereafter in order to preserve seeks a finding or admission of a violation of any criminal Law by the Indemnified Party or any of its rights in this regardAffiliates; and provided further it being understood that the Indemnified Party’s right to indemnification for a Third-Party may retain separate co-counsel at its sole cost and expense and participate in Claim shall not be adversely affected by assuming the defense of the such Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel cocounsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 8.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 7, then the Indemnified Party shall promptly (and in any event within 10 days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part any failure to give such notice will not waive any rights of the Indemnified Party in notifying any Indemnifying Party shall relieve except to the extent the rights of the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby are actually prejudiced. (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third-Party Claim as provided in Section 7(d)(ii) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner he, she or it may reasonably deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of (A) Seller, in the Indemnifying Party case Buyer or any of its Affiliates are Indemnified Parties or (B) Buyer, in the case Seller or any of its Affiliates are Indemnified Parties (in each case, which consent not to be unreasonably withheld, conditioned or delayed). (dv) In the event none of the The Indemnifying Parties assumes and conducts the defense of the shall pay expenses associated with or any amounts due to claimants with respect to any such Third-Party Claim in accordance with Section 11.3(b) above, (i) from the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIEscrow Fund.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIVIII, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, provided that no delay on the part of the Indemnified Party in notifying any Indemnifying Party failure to so notify shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations hereunder, except to the extent) extent that the Indemnifying Party is thereby prejudicedactually prejudiced thereby. (b) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until an Indemnifying Party and (iiassumes the defense of the Third-Party Claim as provided in Section 8.4(b) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld). (de) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with This Section 11.3(b) above8.4 shall not apply to Tax Proceedings, (i) the Indemnified Party may defend against, and consent which shall be subject to the entry provisions of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 10.4.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party Person entitled to indemnification hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may is reasonably expected to give rise to a claim for indemnification against any other Party the General Partner or Subscriber, as applicable (the “"Indemnifying Party”") under this Article XISection Thirteenth, then the Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party's failure to give such notice. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Liability of the Indemnified Party of or for any damages or other amount, any encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Signature Page to Subscription Agreement Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless ). If the judgment or proposed settlement involves only Indemnifying Party assumes and thereafter conducts the payment of money damages by one or more defense of the Third Party Claim, the Indemnifying Parties Party will not have to pay the cost of counsel of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to defend or control the defense of any Third Party Claim if (I) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or in the case of any non-criminal Proceeding by a Governmental Body that would reasonably be expected to materially and does not impose adversely affect the operations or conduct of the Partnership; (II) the Third Party Claim seeks an injunction or other equitable relief upon against the Indemnified Party; (III) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party and failed or is failing to vigorously prosecute or defend such Third Party Claim; (iiIV) the Indemnified Party will reasonably believes that the Losses relating to such Third Party Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section Thirteenth; or (V) the Indemnifying Party does not provide the Indemnified Party with reasonable evidence that the Indemnifying Party has the financial resources to defend such Third Party Claim and to fulfill its indemnification obligations under this Section Thirteenth. (iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. After the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party may participate in such defense with counsel of its choosing at the Indemnified Party's expense. (iv) In no event shall the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI§7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 10 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b7(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and the Indemnifying Party pays such money damages in full or obtains a release of the Indemnified Party from and against any losses, damages, expenses, and liabilities arising out of such settlement or judgment and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XISection 10, then the Indemnified Party shall promptly (and in any event with- in five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until the Indemnifying Party and (ii) assumes the defense of the Third Party Claim as provided in Section 10.5 above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying In- demnifying Party (not to be unreasonably withheldwithheld unreasonably). (de) In The Indemnified Party shall be entitled to retain separate counsel of its own choosing to review the progress and defense of any Third Party Claim, at the Indemnified Party's sole cost and expense; provided, however, that in the event none of counsel to the -------- ------- Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) or the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and advises that the Indemnified Party need has available defenses or counter- claims that may not consult withproperly be asserted by the Indemnifying Party, or obtain any consent from, any that there exists a conflict of interest which ethically precludes counsel for the Indemnifying Party in connection therewith) and (ii) from concurrently representing the interests of the Indemnified Party, the Indemnifying Parties will remain Party shall be responsible for any Losses the reasonable fees and expenses of counsel to the Indemnified Party, and such counsel may enter an appearance on behalf of the Indemnified Party may suffer resulting from, arising out of, relating to, and actively participate in the nature of, defense (including assertion and prosecution of any counter-claims or caused by cross-claims) of the Third-Party Claim to the fullest extent provided in this Article XIIndemnified Party.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 30 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim reasonably actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and but shall not consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and without the Indemnified Party need not consult with, or obtain any consent from, any of the Indemnifying Party in connection therewith(not to be unreasonably withheld conditioned or delayed) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 8.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedactually and materially prejudiced thereby. (bii) Any Indemnifying Party will have the right to participate in and, if it so chooses, assume the defense of the Third-Third Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b7(e)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment in full of money damages by one or more of the Indemnifying Parties and Parties, does not impose an injunction or other equitable relief upon the Indemnified Party, there is no finding or admission of any violation of applicable laws or any violation of the rights of any Person and the Indemnified Party shall have no liability with respect to such settlement and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b9(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b9(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 9.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XIss.9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bss.9(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction any injunctions or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(bss.9(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIss.9.

Matters Involving Third Parties. (ai) If any third third-party notifies any either Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its the rights in this regardand defenses of the Indemnified Party; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed assumed, and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§8(f)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b§8(f)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§8.

Matters Involving Third Parties. (a) If any third party notifies any shall notify a BPI Indemnified or KP-XXXX Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party BPI or KP-XXXX, as the case may be (the “Indemnifying Party”) under this Article XI4 or otherwise pursuant to this Agreement, then the “Indemnified Party Party” (either of a BPI Indemnified or KP-XXXX Indemnified Party) shall promptly (and in any event within ten (10) business days after receiving service of process in a lawsuit, administrative proceeding or arbitration proceeding with respect to the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part . Each of the Indemnified matters described in this Article 4.04(a) shall be referred to in this Agreement as a “Third Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless Claim”. CONTRIBUTION AGREEMENT (and then solely to the extentPage 18 of 29) the Indemnifying Party is thereby prejudiced.BLACKSANDS AP-XXXXX (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon (or constitute an admission of guilt, liability, fault or responsibility for) the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party and unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnifying Party failed to assume the defense and employ counsel. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Article 4.04(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate with such reasonable costs and expenses associated therewith to be borne for the account of the Indemnifying Party. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), unless the Indemnified Party waives indemnification with respect to the Third Party Claim so settled and adjudicated. (de) In the event none The indemnification obligations of the Indemnifying Parties assumes BPI and conducts the defense KP-XXXX, respectively under this Agreement shall include court costs and attorney’s fees and expenses and costs of the Third-Party Claim in accordance with Section 11.3(b) aboveinvestigating, (i) the Indemnified Party may defend against, and consent to the entry of preparing or defending any judgment on action or enter into any settlement proceeding with respect to, the Third-to any Third Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIClaim.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI10, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and control (at its sole cost and expense) the defense of the Third-Third Party Claim (unless the Third Party Claim involves Taxes) with counsel of its choice reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party at any time notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third-Third Party ClaimClaim that the Indemnifying Party elects to assume such defense, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedental custom or practice materially adverse to the continuing business interests of the Indemnified Party; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party has assumed and is conducting (not to be withheld unreasonably); provided however, that if the defense Indemnified Party notifies the Indemnifying Party in writing of the Third-material terms of, and requesting the Indemnifying Party Claim to consent to, such judgment or settlement and the Indemnifying Party does not respond in accordance with Section 11.3(b) abovewriting thereto within 15 days after receipt of such notice and request, (i) the Indemnifying Party shall be deemed to have consented to the entry of such judgment or settlement. The Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon ); provided however, that if the Indemnified Party notifies the Indemnifying Party in writing of the material terms of, and (ii) requesting the Indemnified Indemnifying Party will to consent to, such judgment or settlement and the Indemnifying Party does not consent respond in writing thereto within 15 days after receipt of such notice and request, the Indemnifying Party shall be deemed to have consented to the entry of any such judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)settlement. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-a Third Party Claim not involving Taxes in accordance with Section 11.3(bsubsection (b) above, or in the event of a Third Party Claim involving Taxes, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably and in good faith may reasonably deem appropriate (and the Indemnified Party need not consult after consultation with, or obtain any and (subject to the provisos contained in Section 10.4(c) above) the consent fromof, any the Indemnifying Party in connection therewith) and therewith (which consent shall not be unreasonably withheld), (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), (iii) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim, and (iv) the Indemnifying Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, or otherwise relating to, in to the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any of a matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under ARTICLE VII or this Article XIARTICLE X, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part of failure to so notify the Indemnified Party in notifying any Indemnifying Party shall relieve not limit the Indemnifying Party from any obligation hereunder unless (and then solely indemnification obligations under this Agreement except to the extent) extent that the Indemnifying Party is thereby prejudicedprejudiced by such failure. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct will not consent to the defense entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Third-Indemnified Party Claim actively and diligently thereafter in order to preserve its rights in this regard(which consent shall not be unreasonably withheld, conditioned or delayed); and provided further provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of the defense against a Third Party Claim if (1) the claim for indemnification relates to or arises in connection with any criminal Proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction, specific performance or any other equitable or non-monetary relief against the Indemnified Party; (3) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; (4) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (5) the Indemnifying Party fails to prosecute or defend such claim in a commercially reasonable manner; or (6) the claim for indemnification relates to or arises in connection with a breach of any of the representations and warranties of the Company or any Securityholder contained in this Agreement, the Losses sought are less than the Deductible or exceed the Cap, and the claim does not relate to a breach of a Fundamental Representations or allegation of Fraud. (c) So long Notwithstanding anything in this Agreement to the contrary, as promptly as reasonably practicable following receipt by Buyer of (A) notice of a Third Party Claim, each Party shall, and Buyer shall cause the Indemnifying Party has assumed Surviving Corporation to, retain documents that are then within such Person’s possession or control and is conducting the defense of the Third-reasonably related to such Third Party Claim for a period of time that the Parties reasonably determines, in accordance consultation with Section 11.3(b) aboveeach other, (i) the Indemnifying Party will not consent after taking into account all relevant facts and circumstances related to the entry Third Party Claim that is the subject of such notice, or (B) a written notice by the Representative of a demand or inquiry by a Governmental Authority, or subpoena or other legal process served by any judgment on or enter into any settlement with respect Person, relating to the Third-Company, each Party Claim without shall, and Buyer shall cause the prior written consent of the Indemnified Party (not Surviving Corporation to, retain documents that are then within such Person’s possession or control and reasonably related to be unreasonably withheld) unless the judgment such information, demand or proposed settlement involves only the payment of money damages by one inquiry or more of the Indemnifying Parties and does not impose an injunction such subpoena or other equitable relief upon legal process for the Indemnified Party time period that the Parties reasonably determine, in consultation with each other, after taking into account all relevant facts and (ii) the Indemnified Party will not consent circumstances related to the entry of any judgment on such information, demand or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)inquiry. (d) In the event none of If the Indemnifying Parties Party assumes and conducts the defense of the Third-a Third Party Claim in accordance with Section 11.3(b) above, (i) and the indemnifiable Losses previously incurred or suffered by the Indemnified Party may defend againstdo not, and consent to in the entry of any judgment on or enter into any settlement with respect toaggregate, exceed the Third-Party Claim in any manner it may reasonably deem appropriate (and Deductible, then the Indemnified Party need not consult withshall promptly, or obtain and in any consent fromevent within thirty (30) Business Days of receipt of a written request from the Indemnifying Party that includes reasonable supporting documentation, any reimburse the Indemnifying Party for the reasonable out-of-pocket expenses incurred by the Indemnifying Party in connection therewith) and (ii) with the Indemnifying Parties will remain responsible for defense of such Third Party Claim; provided, however, that any such amounts that are reimbursed pursuant to this sentence shall constitute Losses of the Indemnified Party may suffer resulting fromand shall thereafter count against the Deductible for the purposes of determining indemnifiable Losses in excess of the Deductible pursuant to Section 10.02(c). (e) Notwithstanding anything to the contrary set forth herein, arising out of, relating the Representative and the Securityholders acknowledge and agree that the provisions hereof dealing with Third Party Claims shall be subject to the terms and conditions of the R&W Policy and the rights of the insurer thereunder to, in the nature ofamong other things, or caused by the Third-Party Claim consent to the fullest extent provided in this Article XIany settlement thereof.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 8(d)(i), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall commence an Action against any Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification under Sections 12.2 or 12.3, or if an Indemnified Party otherwise becomes aware that a Third Party Claim may be asserted against any other Party (the “Indemnifying Indemnified Party”) under this Article XI, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on writing as soon as practicable. The failure to so notify the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to any Indemnified Party, except to the extent) extent of any prejudice to the Indemnifying Party is thereby prejudicedresulting from such delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim, or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim, all Damages incurred in connection with, arising out of, resulting from or incident to such Third Party Claim will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party promptly upon the final determination thereof. (b) Any If the Indemnifying Party will have does not respond to the right notice or elects not to assume the defense of such claim or demand, in each case within the Third-period allowed after delivery of the notice, the Indemnified Party Claim shall have the right to defend such claim or demand by appropriate proceedings or to settle or pay any such claim or demand for such an amount as the Indemnified Party shall deem appropriate, in either case at the sole cost and expense of the Indemnifying Party, provided that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party does not assume the defense of such claim or demand, the Indemnifying Party shall have the right to participate in such defense (including with counsel of its choice choice), at its own expense, and the Indemnified Party shall reasonably satisfactory cooperate with the Indemnifying Party in connection with such participation. (c) If the Indemnifying Party notifies the Indemnified Party that it desires to defend against such claim or demand, then the Indemnifying Party shall be entitled to participate in or, at the Indemnifying Party’s option, assume at its own cost and expense the defense of any such claim or demand with counsel of its own choosing (which shall be reasonably acceptable to the Indemnified Party), provided, that, if the Indemnifying Party at any time within 15 days after assumes the defense of such claim or demand it shall reimburse the Indemnified Party has given notice for out of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that pocket expenses incurred by the Indemnified Party (such as travel costs, but not internal time charges) and the Indemnified Party (i) shall reasonably cooperate with the Indemnifying Party; and (ii) may retain separate co-counsel elect to participate in any such defense at its sole cost and expense expense, but the control of such defense and participate its settlement or resolution shall rest with the Indemnifying Party. In the event there is a significant conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand, the Third-reasonable fees and disbursements of one counsel of the Indemnified Party Claim. (c) So long as shall be at the expense of the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Party. The Indemnifying Party will shall not consent to the entry of compromise or settle any judgment on such claim or enter into any settlement with respect to the Third-Party Claim demand without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld) , conditioned or delayed), unless the judgment such settlement or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and compromise does not impose an injunction or other equitable relief upon subject the Indemnified Party and (ii) to any monetary liability, will not impose on the Indemnified Party will not consent to any obligation, admission, restriction or further Damages and includes a complete, unconditional release of the entry of any judgment on or enter into any settlement Indemnified Party from all liability with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)such claim or demand. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) all cases the Indemnified Party may defend against, and consent the Indemnifying Party shall keep each other reasonably informed as to all matters concerning any Third Party Claim and shall promptly notify the entry other party in writing of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, all significant developments relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIthereto.

Matters Involving Third Parties. (a) If any third party notifies any Party Seller Indemnitees or Purchaser Indemnitees (an “Indemnified PartyIndemnitee”) with respect entitled to any matter seek indemnification under this Article 6 receives notice of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party that is not an Indemnitee (a “Third-Party Claim”) that ), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may give rise to a claim for indemnification against any other Party be sought (the “Indemnifying Party”) under this Article XIwith written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnified Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to provide such notification, shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on not affect the part right of the Indemnified Party Indemnitee to indemnification hereunder except in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent) extent that the Indemnifying Party is thereby prejudicedmaterially prejudiced by the delay or failure. (b) Any In connection with any Third-Party Claim, the Indemnifying Party will have may elect, by written notice to the right Indemnitee, to assume and control, at its sole expense, the defense of the any such Third-Party Claim with Claim, and shall, at its sole expense, retain counsel of its choice (reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimIndemnitee) in connection therewith; provided, however, that the Indemnifying Party must conduct will not have such right: (i) unless the Indemnifying Party has acknowledged in writing, within 20 days following the Indemnifying Party’s receipt of notice of the Third Party Claim, to such Indemnitee the election of the Indemnifying Party to assume the defense of the Third Party Claim; (ii) unless the Indemnifying Party has provided to such Indemnitee reasonable evidence that the Indemnifying Party has sufficient financial resources to defend such Third-Party Claim; (iii) if the applicable Indemnitee reasonably and in good faith believes that such Third-Party Claim actively would be reasonably detrimental to the reputation, relations with insurance carriers, brokers, Clients or suppliers, or business of the Indemnitee or any of its Affiliates and diligently thereafter such Third Party Claim involves relief other than monetary damages; (iv) if such Third-Party Claim involves criminal allegations; or (v) if outside counsel reasonably acceptable to the Parties advises the Indemnifying Party and the Indemnitee in order writing that there are actual, unresolvable conflicting interests between the Indemnifying Party and the Indemnitee with respect to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as After the assumption of such defense by the Indemnifying Party, the Indemnifying Party has assumed and is conducting shall not be responsible for the payment of legal fees or expenses incurred thereafter by the Indemnitee (who may, however, continue to participate in, but not control, the defense of the such Third-Party Claim with separate counsel and at its own expense other than as provided in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld‎6.5(b)). (d) In the event none of that the Indemnifying Parties assumes and conducts Party shall assume the defense of the Third-Party Claim, it shall not settle or compromise such Third-Party Claim unless either (i) the Indemnitee gives its prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed, or (ii) the terms of settlement or compromise of such Third-Party Claim provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Indemnitee (including any admission of culpability), and the settlement or compromise discharges all claims against the Indemnitee with respect to such Third-Party Claim. The Indemnitee shall cooperate with the defense of any such Third-Party Claim and shall provide such personnel, technical support and access to information as may be reasonably requested by the Indemnifying Party in connection with such defense. (e) If the Indemnifying Party does not or does not have the right to undertake the defense, compromise or settlement of a Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to‎6.5(b), the Indemnitee will have the right to control the defense or settlement of such Third-Party Claim in any manner it may with counsel of its choosing (reasonably deem appropriate (and satisfactory to the Indemnified Indemnifying Party) but shall not settle or compromise such Third Party need not consult with, or obtain any Claim without the consent from, any of the Indemnifying Party in connection therewith) and (ii) such consent not to be unreasonably withheld, delayed or conditioned). The Indemnifying Party will be entitled to participate in, but not control, the Indemnifying Parties will remain responsible for defense of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim with separate counsel and at its own expense. The Indemnifying Party shall cooperate with the defense of any such Third-Party Claim and shall provide such personnel, technical support and access to information as may be reasonably requested by the fullest extent provided Indemnitee in this Article XIconnection with such defense.

Matters Involving Third Parties. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a person (including, without limitation, any third governmental entity) who is not a party notifies to this Agreement (or an Affiliate of either party) of a claim or of the commencement by any Party (an “Indemnified Party”) such person of any Action with respect to any matter which an Indemnifying Party may be obligated to provide indemnification pursuant to this Section (a “Third-"THIRD PARTY CLAIM"), such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Third Party Claim”) ; provided that may the failure of any Indemnitee to give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under notice as provided in this Article XI, then the Indemnified Party SECTION 1.03 shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations hereunder, except to the extent) the extent that such Indemnifying Party is thereby prejudicedactually prejudiced by such failure to give notice. Such notice shall describe the Third Party Claim in reasonable detail. (b) Any An Indemnifying Party will have may elect to defend or to seek to settle or compromise, at such Indemnifying Party's own expense and with such Indemnifying Party's own counsel, any Third Party Claim, as provided hereafter, so long as the right to assume Indemnifying Party notifies the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time Indemnitee in writing within 15 30 days after the Indemnified Party Indemnitee has given notice of the Third-Third Party Claim; provided, however, Claim that the Indemnifying Party must conduct will indemnify the defense of Indemnitee from and against the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry entirety of any judgment on or enter into any settlement with respect to Adverse Consequences the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim (subject to the fullest extent limitations provided in SECTION 1.02). After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnifying Party shall not be liable to such Indemnitee under this Agreement for any legal or other expenses (except expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnitee in connection with the defense thereof; provided that if the defendants with respect to any such Third Party Claim include both the Indemnifying Party and one or more Indemnitees and in any Indemnitee's reasonable judgment a conflict of interest between one or more of such Indemnitees and such Indemnifying Party exists in respect of such claim, such Indemnitees shall have the right to employ separate counsel to represent such Indemnitees and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in this Article XISECTION 1.03, such Indemnitee may defend or, subject to the remainder of this SECTION 1.03, seek to compromise or settle such Third Party Claim without prejudice to such Indemnitee's rights, if any, to continue to seek indemnification hereunder. Notwithstanding the foregoing, neither an Indemnifying Party nor an Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld or delayed. Neither an Indemnifying Party nor an Indemnitee shall consent to entry of any judgment or enter into any settlement of any Third Party Claim which does not include as an unconditional term thereof the giving by a claimant or plaintiff to such Indemnitee, in the case of a consent or settlement by an Indemnifying Party, or to the Indemnifying Party, in the case of a consent or settlement by an Indemnitee, of a written release from all liability in respect to such Third Party Claim. (c) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third Party Claim, the related Indemnitee shall make reasonably available to such Indemnifying Party any personnel or any books, records or other documents within its control or which it otherwise has the ability to make available that are necessary or appropriate for such defense, settlement or compromise of such Third Party Claims, subject to the establishment of reasonably appropriate confidentiality arrangements and arrangements to preserve any applicable privilege (including, the attorney-client privilege) and shall cooperate in such defense, compromise or settlement. If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third Party Claim, the related Indemnitee shall be entitled to attend and participate in any such proceeding, discussion or negotiation at its own expense. (d) Notwithstanding anything else in this Agreement to the contrary, if an Indemnifying Party notifies the related Indemnitee in writing of such Indemnifying Party's desire to settle or compromise a Third Party Claim on the basis set forth in such notice (provided- that such settlement or compromise includes as an unconditional term thereof the giving by the claimant or plaintiff of a written release of the Indemnitee from all liability in respect thereof and does not include any non-monetary remedy) and provides the Indemnitee a copy of a written proposal of the applicable claimant to settle on such terms, and the Indemnitee shall notify the Indemnifying Party in writing that such Indemnitee declines to accept any such settlement or compromise, such Indemnitee may continue to contest such Third Party Claim, free of any participation by such Indemnifying Party, at such Indemnitee's sole expense. In such event, the obligation of such Indemnifying Party to such Indemnitee with respect to such Third Party Claim shall be equal to (i) the costs and expenses of such Indemnitee prior to the date such Indemnifying Party notifies such Indemnitee of the offer to settle or compromise (to the extent such costs and expenses are otherwise indemnifiable hereunder) plus (ii) the lesser of (A) the amount of any offer of settlement or compromise which such Indemnitee declined to accept and (B) the actual out-of-pocket amount such Indemnitee is obligated to pay subsequent to such date as a result of such Indemnitee's continuing to defend such Third Party Claim (including attorneys fees and expenses). (e) Any claim on account of an Adverse Consequence which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. (f) In addition to any adjustments required pursuant to Section 9(d), if the amount of any Adverse Consequence shall, at any time subsequent to the payment required by an Indemnifying Party on account thereof, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party. (g) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place and the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages, does not impose an injunction or other equitable relief upon the Indemnified Party, does not impose any restrictions on the operation of the Company and its Subsidiaries and, together with any other judgment or settlement the Indemnifying Party has consented to or entered into pursuant to this Section 8, does not in the aggregate exceed $5,400,000; provided, further, in the event an Indemnifying Party assumes the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and as provided further that above, the Indemnified Party may (a) retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. Claim and (cb) So long as assume complete control and thereafter conduct the defense of the Third Party Claim once the Indemnifying Party has assumed no further indemnification obligations hereunder. (iii) Unless and is conducting until an Indemnifying Party assumes the defense of the Third-Third Party Claim as provided in Section 8(f)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in accordance with any manner he or it reasonably may deem appropriate. (iv) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 11.3(b8(f)(ii) above, (i) in no event will the Indemnifying Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party each of Dr. A. Scott Connelly, TSG2 X.X. xxx XXX0 X.X. (not xxt to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third- Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 30 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim reasonably actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and but shall not consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and without the Indemnified Party need not consult with, or obtain any consent from, any of the Indemnifying Party in connection therewith(not to be unreasonably withheld conditioned or delayed) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 8.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other another Party (the “Indemnifying Party”) under this Article XIX, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby materially prejudiced. (b) Any The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and and, provided further further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b10.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on on, or enter into any settlement with respect to to, the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) ), unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (ii) the Indemnified Party will not consent to the entry of any judgment on on, or enter into any settlement with respect to to, the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b10.4(b) above, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on on, or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) ), and (ii) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.X.

Matters Involving Third Parties. (ai) If any third third-party notifies any either Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its the rights in this regardand defenses of the Indemnified Party; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed assumed, and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§8.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article XIAgreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party can demonstrate it is thereby prejudiceddamaged thereby. (bii) Any Indemnifying Party will have the right to assume defend the defense of Indemnified Party against the Third-Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party at any time notifies the Indemnified Party, within 15 fifteen (15) business days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that Claim to the Indemnifying Party must (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the (iii) So long as the conditions set forth in Section 5.3(d)(ii) are and remain satisfied, then (A) the Indemnifying Party may conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that accordance with Section 5.3(d)(ii), (B) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Thirdseparate co-counsel to the extent the Indemnified Party Claim. (c) So long as reasonably concludes that the counsel the Indemnifying Party has assumed and is conducting the defense selected has an actual or potential conflict of the Third-Party Claim in accordance with Section 11.3(b) aboveinterest), (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiC) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). , (dD) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and will not consent to the entry of any judgment on with respect to the matter, or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and which either imposes an injunction or other equitable relief upon the Indemnified Party need or does not consult withinclude a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiE) the Indemnified Party shall, at the Indemnifying Parties will remain responsible for Party's reasonable request and at the Indemnifying Party's expense, cooperate in the defense of the matter. In the event that the conditions in Section 5.3(d)(ii) are not or become unsatisfied in the case of any Losses Third Party Claim, then the Indemnified Party may suffer resulting from, arising out of, relating to, in assume control of the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIdefense of such claim.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim Claim, at its expense, with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in subsection 8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld or delayed. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party, or any action, claim or proceeding will be brought or asserted against any Party respect of which indemnity may be sought under this §9 (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI§9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (bii) Any Indemnifying Party will shall have the right to assume the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§9(e)(ii) above, (iA) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b§9(e)(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he, she, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will shall remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§9.

Matters Involving Third Parties. (a) If any third third-party notifies any either Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XISection 10 or under Section 10A Special Indemnities, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its the rights in this regardand defenses of the Indemnified Party; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed assumed, and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b10.6(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b11.6(b) above, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (ii) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 10.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any . (ii) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 8(d)(ii), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any of a matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under Article VII or this Article XIX, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part of failure to so notify the Indemnified Party in notifying any Indemnifying Party shall relieve not limit the Indemnifying Party from any obligation hereunder unless (and then solely indemnification obligations under this Agreement except to the extent) extent that the Indemnifying Party is thereby prejudicedmaterially prejudiced by such failure. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct will not consent to the defense entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed, or conditioned) unless the judgment or proposed settlement does not include any monetary damages payable by the Indemnified Party or any restriction on the business or operations of or any equitable relief against the Indemnified Party or require any admission or acknowledgment of liability or fault of the Indemnified Party and also provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim actively and diligently thereafter (in order to preserve its rights in this regardwhich event the prior written consent of the Indemnified Party shall not be required); and provided further provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. Claim (c) So long as it being understood, however, that the Indemnifying Party has assumed shall control such defense and is conducting shall be liable solely for the costs and expenses of counsel of its choice reasonably satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of the Third-any Third Party Claim in accordance with Section 11.3(b) aboveClaim, (i) then such assumption shall not prejudice the Indemnifying Party’s right to thereafter contest the Indemnified Party’s right to indemnification for the claims asserted therein. An Indemnified Party will shall not settle, compromise or consent to the entry of any judgment on or enter into admit any settlement liability with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In Party. Notwithstanding the event none of foregoing, the Indemnifying Parties assumes Party shall not be entitled to undertake, conduct and conducts control the defense of a Third Party Claim if (i) such Third Party Claim involves potential criminal liability; (ii) the Indemnified Party reasonably determines that it would be inappropriate for a single counsel to represent all parties under applicable standards of legal ethics; (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party or if adversely determined against the Indemnified Party would establish a precedent that materially impairs the Indemnified Party or its business; or (iv) the Indemnified Party reasonably determines that the Indemnifying Party does not have sufficient resources to satisfy its indemnification obligations or that the amount of such Third-Party Claim in accordance with Section 11.3(bif successful would be likely to exceed the Indemnifying Party’s liability under this Agreement. (c) above, The Indemnified Party (i) will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), cause or agree to the waiver of the attorney-client privilege, attorney work-product immunity or any other privilege or protection in respect of confidential legal memoranda and other privileged materials drafted by, or otherwise reflecting the legal advice of, internal or outside counsel of an Indemnified Party may defend against(the “Subject Materials”) relating to such Third Party Claim and (ii) will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim or any related claim or counterclaim, shall make available its personnel, and consent shall provide such testimony and access to its books and records as is reasonably requested by the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith. In furtherance of the foregoing, each Party mutually acknowledges and agrees, on behalf of itself and its Affiliates, that (1) and (ii) each shares a common legal interest in preparing for the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting fromdefense of legal proceedings, or potential legal proceedings, arising out of, relating to, to or in the nature of, respect of any actual or caused by the threatened Third-Party Claim or any related claim or counterclaim, (2) the sharing of Subject Materials will further such common legal interest, and (3) by disclosing any Subject Materials to and/or sharing any Subject Materials with the Indemnifying Party, the Indemnified Party shall not waive the attorney-client privilege, attorney work-product immunity or any other privilege or protection. Except with respect to any sharing of Subject Materials as permitted hereunder or as contemplated by any common interest agreement or joint defense agreement entered into by the Parties, the Indemnified Party shall not be required to make available to the fullest extent provided Indemnifying Party any information that is subject to an attorney-client or other applicable legal privilege that based on the advice of outside counsel would be impaired by such disclosure or any confidentiality restriction under applicable Law; provided, however, that each Party shall use its commercially reasonable efforts to permit the Indemnifying Party to become party to any joint defense or common interest agreement entered into by an Indemnified Party with any third Person. (d) Notwithstanding anything in this Article XIAgreement to the contrary, as promptly as reasonably practicable following receipt by Buyer of (i) notice of a Third Party Claim, Buyer shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause the Surviving Companies and their Subsidiaries to, retain documents that are then within Buyer’s, the Surviving Companies’ or any of their Subsidiaries’ possession or control and reasonably related to such Third Party Claim for a period of time that the Seller reasonably determines, in consultation with Buyer, after taking into account all relevant facts and circumstances related to the Third Party Claim that is the subject of such notice, or (ii) a written notice by the Seller of a demand or inquiry by a Governmental Authority, or subpoena or other legal process served by any Person, relating to the Companies or any of their Subsidiaries, Buyer shall, and shall cause the Surviving Companies and their Subsidiaries to, retain documents that are then within Buyer’s, the Surviving Companies’ or any of their Subsidiaries’ possession or control and reasonably related to such information, demand or inquiry or such subpoena or other legal process for the time period that the Seller reasonably determines, in consultation with Buyer, after taking into account all relevant facts and circumstances related to such information, demand or inquiry. (e) If the Indemnifying Party assumes the defense of a Third Party Claim and the indemnifiable Losses previously incurred or suffered by the Indemnified Party do not, in the aggregate, exceed the Deductible, then the Indemnified Party shall promptly, and in any event within five (5) Business Days of receipt of a written request from the Indemnifying Party, reimburse the Indemnifying Party for the reasonable out-of-pocket expenses incurred by the Indemnifying Party in connection with the defense of such Third Party Claim; provided, however, that any such amounts that are reimbursed pursuant to this sentence shall constitute Losses of the Indemnified Party and shall thereafter count against the Deductible for the purposes of determining indemnifiable Losses in excess of the Deductible pursuant to Section 10.02(b).

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article XIIX, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will have the right to shall assume the defense of and defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that so long as the Indemnifying Party must conduct conducts the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights a reasonably diligent manner. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in this regard; and provided further that accordance with Section 9.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). , and (diii) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and will not consent to the entry of any judgment on or enter into any settlement with respect to, to the Third-Party Claim in any manner it may reasonably deem appropriate (and without the prior written consent of the Indemnified Party need (not consult withto be unreasonably withheld), unless the judgment or obtain any consent from, any Indemnifying Party in connection therewith) proposed settlement involves only the payment of money damages and (ii) the Indemnifying Parties will remain responsible for any Losses does not impose an injunction or other equitable relief upon the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIParty.

Matters Involving Third Parties. (ai) If any third third-party notifies any either Party (an “the "Indemnified Party”") with respect to any matter (a “"Third-Party Claim”") that may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XI§8 or under §8A, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its the rights in this regardand defenses of the Indemnified Party; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed assumed, and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§8(f)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b§8(f)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§8.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, provided that no any delay on the part of the Indemnified Party in notifying any notification shall not relieve an Indemnifying Party shall relieve of its obligations hereunder except to the extent that the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedwas prejudiced thereby. (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimits own expense; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in §8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none each of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIParties.

Matters Involving Third Parties. (a) If any third party notifies (including any Party governmental agency or authority) shall notify Buyer or Sellers, as the case may be (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party either Buyer or Seller, as the case may be (the “Indemnifying Party”) under this Article XI8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any The Indemnifying Party will have shall, within 30 days after receipt of the right to notice described in Section 8.4(a) above, assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice sole expense of the Third-Party ClaimIndemnifying Party; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the defense fees and expenses of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed such counsel shall be borne by such Indemnified Party; and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) aboveprovided, (i) further, that the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or any other equitable relief upon the Indemnified Party. (c) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 8.4(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, but shall not thereby waive any right to indemnify therefor pursuant to this Agreement; provided, however, that the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies any Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give gives rise to a claim for indemnification against any other an Indemnifying Party (the “Indemnifying Party”) under this Article XISection 7, then the Indemnified Party shall promptly promptly, in a reasonable period of time after the claim is actually known by the Indemnified Party, notify each the Indemnifying Party thereof in writingwriting (a “Notice”); provided, however, failure to give such Notice shall not limit the right of an Indemnified Party to recover hereunder from any Indemnifying Party except to the extent that such Indemnifying Party is actually prejudiced as a result of such failure. (b) Without limiting any rights of any insurers, as between the Indemnified Party and the Indemnifying Party, in the case of any Third-Party Claims for which indemnification is sought, provided that the Indemnifying Party has within 15 days after receipt of the Notice from the Indemnified Party unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify the Indemnified Party with respect to such Third-Party Claim and to discharge in full any cost or expense arising out of such investigation, contest or settlement and using counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnifying Party (y) shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no delay additional obligation, restriction or Damages shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder and (z) shall provide the Indemnified Party the opportunity to consult with the Indemnifying Party and advance written notice of any settlement of any claim with respect to any matter that would reasonably set a precedent that would materially interfere with, or have an material adverse impact on the business or financial condition of the Indemnified Party)), (iv) employ counsel to contest any such claim or liability, and (v) direct and control relevant insurance related matters; provided, the Indemnifying Party shall not have the right to assume control of such defense to the extent the claim for which the Indemnifying Party seeks to assume control: (A) seeks non‑monetary relief (except where non‑monetary relief is merely incidental to a primary claim or claims for monetary damages), (B) involves criminal allegations, or (C) that, if unsuccessful, would (i) reasonably be expected to exceed the amount of indemnification available pursuant to this Agreement, or (ii) imposes liability on the part of the Indemnified Party in notifying any for which the Indemnified Party is not entitled to indemnification hereunder. The Indemnifying Party shall relieve shall, within 30 days after delivery of the Notice to Indemnifying Party from any obligation hereunder unless (and then solely to or sooner, if the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense nature of the Third-Party Claim with counsel of its choice reasonably satisfactory to so requires), notify the Indemnified Party of its intention as to the conduct and control of the defense of such claim; provided that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel, including, without, limitation, preserving and providing all documents, records, and other materials that may be sought in discovery in such litigation, granting the Indemnifying Party and its counsel access to all such documents and records as may be reasonable necessary and appropriate for the purpose of such pursuit, contest, or defense, and making available to Indemnifying Party and its counsel personnel and employees (and to the extent possible, former personnel and employees) to review such documents and records, assist counsel in preparing and responding to discovery, and preparing for and testifying at deposition or trial, as may be reasonably requested and appropriate for the purpose of such pursuit, and the Sellers shall bear all of the out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Buyer and its Representatives in complying with such obligations. The Indemnified Party may thereafter participate in (but not control) the defense of any time within 15 days after such Third-Party Claim with its own counsel at its own expense, unless separate representation is necessary to avoid an unwaivable conflict of interest, in which case such representation shall be selected by but at the expense of the Indemnifying Party. Until the Indemnified Party has given received notice of the Third-Indemnifying Party’s election whether to defend any claim, the Indemnified Party Claim; provided, however, that shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party must conduct shall decline to assume the defense of any such claim, the Third-Indemnified Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and may defend against such claim (provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim settle such claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (Party, which shall not to be unreasonably withheld). (d, conditioned, or delayed) In the event none of and the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the as a result of such Third-Party Claim to the fullest extent provided in subject to indemnification under this Article XISection 7. Following the Indemnifying Party’s notification that it has elected to defend a claim, at Indemnifying Party’s request, the Parties shall enter into a joint defense and common interest agreement regarding the defense and resolution of such claim.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party Person entitled to indemnification under Section 8(b) or 8(c) (an “the "Indemnified Party”") with respect to any matter (a “"Third-Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XI0, then the Indemnified Party shall promptly (and in any event within ten business days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on failure to give such notification shall not affect the part of indemnification provided under this Agreement except to the Indemnified Party in notifying any extent the Indemnifying Party shall relieve have been actually prejudiced as a result of such failure; provided further that any claim with respect to Taxes shall be governed by the Indemnifying Party from any obligation hereunder unless (procedures set forth in 0 and then solely to the extent) the Indemnifying Party is thereby prejudicednot by this 0. (bii) Any The Indemnifying Party will have the right at any time within 60 days after having received written notice of a Thirty-Party Claim to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages payable solely by one or more of the Indemnifying Parties and Party, does not impose an injunction or other equitable relief upon the Indemnified Party, includes an unconditional release of the Indemnified Party from the third party in respect of the claim and would not reasonably be expected to result in any future expenses or costs, or otherwise restrict the future activity or conduct of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if (A) the Indemnifying Party is also a party to such Third Party Claim and, in the Indemnified Party's good faith judgment and based on the advice of outside counsel, it is advisable for the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party or (iiB) the Indemnified Party irrevocably waives its right to indemnification under this Section 8 with respect to such Third-Party Claim. Any Remedial Measures associated with a Third-Party Claim shall be governed by 0 hereof. (iii) Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in 000 above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ at its own expense counsel not reasonably objected to by the Indemnifying Party separate from the counsel employed by the Indemnifying Party. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld). (d) In , unless the event none of the Indemnifying Parties assumes Indemnified Party shall have irrevocably and conducts the defense of the expressly waived in writing its right to indemnification under this Section 8 with respect to such Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIClaim.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIARTICLE VI, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any An Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party ClaimClaim if (i) the Third Party Claim seeks solely monetary damages, (ii) the Indemnifying Party reasonably demonstrates that it has the financial resources necessary to defend the matter and fulfill its indemnity obligation and (iii) settlement of, or consent to entry of judgment with respect to, the Third Party Claim is not likely to establish a precedent materially adverse to the Indemnified Party; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b6.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). If the Indemnifying Party does not assume the defense of the Third Party Claim or is not entitled to assume such defense, then 49 the Indemnified Party shall be entitled to assume and control such defense with counsel of its choice and the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned, or delayed). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI9, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 9(d)(i), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying "INDEMNIFYING Party”") under this Article XISECTION 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further PROVIDED FURTHER that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiC) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 6(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiC) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISECTION 6.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedactually and materially prejudiced thereby. (bii) Any Indemnifying Party will have the right to participate in and, if it so chooses, assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel cocounsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as . The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has assumed and is conducting failed to assume the defense of the Third-Party Claim in accordance with Section 11.3(bthereof. (iii) above, (i) the The Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and Parties, does not impose an injunction or other equitable relief upon the Indemnified Party, there is no finding or admission of any violation of applicable laws or any violation of the rights of any Person and the Indemnified Party and (ii) the shall have no liability with respect to such settlement. The Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article XIss.8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) unless , conditioned or delayed if the applicable judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party). (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in ss.8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any either Party (an “the "Indemnified Party”") with respect to any matter (a “Third-Third Party Claim”) that Claim which may give rise to a claim for indemnification by the Indemnified Party against any the other Party (the “"Indemnifying Party”") under this Article XI§8, then the Indemnified Party shall promptly notify each provide a written Claim for Indemnification to the Indemnifying Party thereof in writingParty; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely but as a result of such delay, the Indemnified Party shall not be liable to the extent) the Indemnifying Party is thereby prejudicedfor the amount of damages caused by such delay. (bii) Any The Indemnifying Party will shall have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its the Indemnified Party's rights in this regard; and provided further that the Indemnified Party may retain separate co-co counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with §8(g). (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in good faith and in accordance with Section 11.3(b) above§8(d)(ii), (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment conditioned, withheld or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party delayed unreasonably); and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldconditioned, withheld or delayed unreasonably). (div) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b§8(d)(ii) above, however, (iA) the Indemnified indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XI§8.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party party entitled to be indemnified hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party the Company or the Investor (the “"Indemnifying Party”") under this Article XISection 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) So long as the Indemnifying Party has assumed and (iiis conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (dv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may 22 Investment Agreement suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.4.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article XIVIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above8.4(b), however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he, she or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (ii) the Indemnifying Parties will remain responsible for any Losses adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIVIII.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party party entitled to be indemnified hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party the Company or the Investor (the “"Indemnifying Party”") under this Article XISection 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. Investment Agreement 27 (iv) So long as the Indemnifying Party has assumed and (iiis conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (dv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.4.

Matters Involving Third Parties. (a) 7.4.1 If any third party notifies any Party (an the “Indemnified Party”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingthereof; provided, however, provided that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article 7 except to the extentextent (if any) that the Indemnifying Party is thereby prejudicedshall have been actually materially prejudiced thereby. (b) 7.4.2 Any Indemnifying Party will shall have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must and thereafter conduct the defense of the Third-Party Claim actively at its own expense and diligently thereafter in order with counsel reasonably satisfactory to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as Party; provided that the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement settlement: (a) involves only the payment of money damages (all of which will be paid by one or more of the Indemnifying Parties and Party); (b) does not impose an injunction or other equitable relief upon the Indemnified Party; (c) does not include the admittance of any fault; (d) involves a dismissal of the underlying claim without prejudice (if applicable); (e) includes a full release by the plaintiff or claimant of all Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, from any Liability; and (f) includes a provision whereby the plaintiff or claimant in the matter is prohibited from disclosing publicly any information regarding the Third-Party and Claim or such relief without the Indemnified Party’s prior consent. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of, defend, compromise or settle any such Third-Party Claim in the name of the Indemnified Party if: (i) the Indemnifying Party fails to defend or fails to prosecute the defense within a reasonable time period (not to exceed thirty (30) days from the date the Indemnified Party provides notice of such Third-Party Claim) or withdraws from such defense; (ii) the Indemnified Party will shall have determined in good faith that an actual or potential conflict of interest makes representation of the Indemnifying Party and Indemnified Party by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (iii) the Third-Party Claim is a criminal Proceeding; (iv) in the case of a Buyer Indemnified Party, the Third-Party Claim is by a customer or supplier of Buyer or the Indemnified Party reasonably believes an adverse determination (or adverse actions to be taken by or on behalf of the Indemnified Party) with respect to the Third-Party Claim would be detrimental to or injure the reputation of Buyer, Buyer’s Affiliates or any of their respective businesses; or (v) the Third-Party Claim involves a claim of infringement, misuse or misappropriation of any Intellectual Property Rights. If the Indemnified Party has assumed the defense of the Third-Party Claim, the Indemnified Party shall not consent to the entry of any judgment on or enter into any settlement with respect to the such Third-Party Claim without first seeking the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld); provided that the granting of consent by the Indemnifying Party shall not be deemed to constitute an admission by the Indemnifying Party or evidence that any indemnification claim against the Indemnifying Party by the Indemnified Party regarding such Third-Party Claim is valid, and the Indemnifying Party may in its sole discretion reserve and retain all applicable defenses with respect thereto (including the defense that there is no underlying grounds for indemnification with respect to such Third-Party Claim). (d) In 7.4.3 The Indemnified Party and its counsel may participate in the event none defense of a Third-Party Claim even if the Indemnifying Party chooses to assume and conduct the defense of such Third-Party Claim, but in such case the expenses of the Indemnifying Parties assumes and conducts Indemnified Party’s additional counsel shall be paid by the Indemnified Party. 7.4.4 The Party conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) shall keep the Indemnified Party may defend against, and consent to the entry not conducting such defense reasonably apprised of any judgment on or enter into any settlement material developments with respect to, the to such Third-Party Claim in any manner it may reasonably deem appropriate (and shall, upon the Indemnified reasonable request of the other Party, provide the other Party need not consult withwith all material pleadings, or obtain any consent from, any Indemnifying Party in connection therewith) notices and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the communications with respect to such Third-Party Claim to the fullest extent provided in this Article XIthat receipt of such documents does not waive any privilege.

Matters Involving Third Parties. (a) If any third party notifies shall commence an Action against any Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-"Third Party Claim”" ) that which may give rise to a claim for indemnification under Sections 12.2 or 12.3, or if an Indemnified Party otherwise becomes aware that a Third Party Claim may be asserted against any other Party (the “Indemnifying Indemnified Party”) under this Article XI, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on writing as soon as practicable. The failure to so notify the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to any Indemnified Party, except to the extent) extent of any prejudice to the Indemnifying Party is thereby prejudicedresulting from such delay. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim, or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnifying Party disputes the claim, all Damages incurred in connection with, arising out of, resulting from or incident to such Third Party Claim will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party promptly upon the final determination thereof. (b) Any If the Indemnifying Party will have does not respond to the right notice or elects not to assume the defense of such claim or demand, in each case within the Third-period allowed after delivery of the notice, the Indemnified Party Claim shall have the right to defend such claim or demand by appropriate proceedings or to settle or pay any such claim or demand for such an amount as the Indemnified Party shall deem appropriate, in either case at the sole cost and expense of the Indemnifying Party, provided that the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party does not assume the defense of such claim or demand, the Indemnifying Party shall have the right to participate in such defense (including with counsel of its choice choice), at its own expense, and the Indemnified Party shall reasonably satisfactory cooperate with the Indemnifying Party in connection with such participation. (c) If the Indemnifying Party notifies the Indemnified Party that it desires to defend against such claim or demand, then the Indemnifying Party shall be entitled to participate in or, at the Indemnifying Party's option, assume at its own cost and expense the defense of any such claim or demand with counsel of its own choosing (which shall be reasonably acceptable to the Indemnified Party), provided, that, if the Indemnifying Party at any time within 15 days after assumes the defense of such claim or demand it shall reimburse the Indemnified Party has given notice for out of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that pocket expenses incurred by the Indemnified Party (such as travel costs, but not internal time charges) and the Indemnified Party (i) shall reasonably cooperate with the Indemnifying Party; and (ii) may retain separate co-counsel elect to participate in any such defense at its sole cost and expense expense, but the control of such defense and participate its settlement or resolution shall rest with the Indemnifying Party. In the event there is a significant conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand, the Third-reasonable fees and disbursements of one counsel of the Indemnified Party Claim. (c) So long as shall be at the expense of the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Party. The Indemnifying Party will shall not consent to the entry of compromise or settle any judgment on such claim or enter into any settlement with respect to the Third-Party Claim demand without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld) , conditioned or delayed), unless the judgment such settlement or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and compromise does not impose an injunction or other equitable relief upon subject the Indemnified Party and (ii) to any monetary liability, will not impose on the Indemnified Party will not consent to any obligation, admission, restriction or further Damages and includes a complete, unconditional release of the entry of any judgment on or enter into any settlement Indemnified Party from all liability with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)such claim or demand. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) all cases the Indemnified Party may defend against, and consent the Indemnifying Party shall keep each other reasonably informed as to all matters concerning any Third Party Claim and shall promptly notify the entry other party in writing of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, all significant developments relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIthereto.