Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 10, 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, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (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 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; provided, however, that the Indemnifying 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 Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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.

Matters Involving Third Parties. (a) If any third party shall notify any a Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any a other Party (the “Indemnifying Party”) under this Article 108, then the Indemnified Party shall promptly (and in any event within five (5) Business Days business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, provided that the failure of the Indemnified to so notify an Indemnifying Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, hereunder except to the extent that (and only to the extent that) such failure to give notice shall prejudice any defense or claim available to have caused the damages for which the Indemnifying PartyParty is obligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. (b) Any The 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 (subject to the limitations below) at any time to assume and thereafter conduct the defense of the Third Party Claim with by appointing a recognized and reputable counsel of its choice reasonably satisfactory to the Indemnified PartyParty to be the lead counsel in connection with such defense; provided, however, that prior to the Indemnifying Party will not consent assuming control of such defense it shall first verify 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 in writing that such Indemnifying Party shall be fully responsible (not with no reservation of any rights) for all liabilities and obligations relating to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages such claim for indemnification; and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; provided, provided further, that that: (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the Third fees and expenses of such separate counsel shall be borne by the Indemnified Party Claim (it being understoodother than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, howevernotwithstanding the foregoing, that shall be borne by the Indemnifying Party); (ii) the Indemnifying Party shall not be entitled to assume control of such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory (unless otherwise agreed to in writing by the Indemnified Party). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, ) and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii1) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim claim for indemnification relates to or arises in connection with a any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (iv2) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; (3) the claim seeks an injunction or equitable relief against the Indemnified Party; or (4) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such and the Indemnified Party; and (iii) If the Indemnifying Party shall control the defense of a Third Party Claim, it will not consent to entry of any judgment or (v) such enter into any settlement of a Third Party Claim has a reasonable likelihood or cease to defend such claim without the prior written consent of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost unless such judgment or proposed settlement or cessation involves or will result in only the payment of money damages and expense will expressly and participate unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim without prejudice and will not result in or impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim (it being understoodas 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; provided that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall may not settle or compromise enter into any settlement of a Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, which consent 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 therewithnot be unreasonably withheld or delayed.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any the other Party party hereto (the “"Indemnifying Party”") under this Article 10Section 9, then the Indemnified Party shall will notify the Indemnifying Party thereof in writing promptly (and in any event within five (5) Business Days 10 days after receiving any written notice of from a third party stating the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known nature and quantifiable) and the basis of any claim made by the claimthird party; provided, provided that no delay on the failure part of the Indemnified Party to provide such notice shall not in notifying the Indemnifying Party will relieve the Indemnifying Party of its obligations hereunderfrom any obligation hereunder unless, except and then solely to the extent that such failure to give notice that, the Indemnifying Party is prejudiced thereby. The Indemnified Party shall prejudice any defense or claim available provide to the Indemnifying Party. (b) Any Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes give rise to a claim for indemnification hereunder and shall give the Indemnifying Party shall be entitled reasonable access to participate all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such Third matter (i) the Indemnifying Party Claim at such Indemnifying Party’s expense, and at its option will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however(ii) the Indemnified Party may retain separate counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party), that (iii) the Indemnified Party will not consent to the entry of a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably) and (d) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be unreasonably withheld, withheld or delayed or conditioned) unless unreasonably). If the judgment or proposed settlement involves only the payment of money damages and Indemnifying Party does not impose an injunction or other equitable relief upon assume the Indemnified Partydefense of such matter, in which case no consent will be required; provided, further, that the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate, and (a) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the Indemnifying Party, (b) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (iic) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory will not consent to the Indemnified Party). If entry of a judgement or enter into any settlement with respect to the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim matter without the prior written consent of the Indemnifying Party. 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 (not to its books and records as is reasonably requested by the Indemnifying Party in connection therewithbe withheld or delayed unreasonably).

Matters Involving Third Parties. (ai) If any third party shall notify any Party party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article 10V, then the Indemnified Party shall promptly (promptly, and in any event within five ten (510) Business Days business days after receiving notice of the Third Party Claim) , notify each Indemnifying Party thereof in writing, describing writing (including with such writing all complaints and other documents related to such matter). The omission so to notify the claim, Indemnifying Party will not relieve it from any liability it may have hereunder unless the Indemnifying Party has been materially prejudiced thereby or such failure causes the amount thereof (if known and quantifiable) and of Loss for which the basis of the claim; provided, that the failure of Indemnifying Party is liable to be greater than they otherwise would have been had the Indemnified Party to provide such given timely notice shall not relieve the Indemnifying Party of its obligations hereunder, except but in such event liability shall only extend to the extent that of such failure to give notice shall prejudice any defense or claim available to the Indemnifying Partygreater Loss. (bii) 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 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; , provided, however, that the Indemnifying 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 Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose withheld unreasonably). After notice from an injunction or other equitable relief upon Indemnifying Party to the Indemnified PartyParty of an election to assume the defense thereof, the Indemnifying Party shall not be liable to an Indemnified Party for the related attorneys' fees and other costs and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (1) the defendants in any action include both Indemnifying and Indemnified Parties (or their respective affiliates) and in which case no consent will be required; provided, further, that there is a conflict of interest which would prevent counsel for an Indemnifying Party from also representing the defendant Indemnified Party may retain (or defendant affiliate) in which case the defendant Indemnified Party or affiliate shall have the right to select separate co-counsel at its sole cost and expense and reasonably satisfactory to the Indemnifying Party to participate in the defense of such action on behalf of the Third Indemnified Party Claim (it being understood, however, that or affiliate); or (2) the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of not have employed counsel of its choice reasonable reasonably satisfactory to an Indemnified Party to represent the Indemnified Party within thirty (30) days after notice of the commencement of the action or such later reasonable time which shall not result in prejudice to the rights of the Indemnified Party). Notwithstanding Such defense shall be at the foregoing, cost and expense of the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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.is

Matters Involving Third Parties. (a) If any third party shall notify commence an action, suit or claim against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 10VI, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of notify 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, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Partywriting as soon as practicable. (b) Any The 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 at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice that is reasonably satisfactory acceptable to the Indemnified Party; provided, however, that so long as (i) the Indemnifying Party shall notify the Indemnified Party in writing (within 10 days after its receipt of notice of the Third Party Claim) that it will indemnify the Indemnified Party from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.5(b) hereof, (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, (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party, (iii) the Indemnified Party shall cooperate within reason with such defense and (iv) the Indemnifying Party shall 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 (Party, which consent shall not to be unreasonably withheld, delayed withheld or conditioneddelayed. Should the Indemnified Party withhold consent under clause (iv) unless the above in respect of a judgment or proposed settlement involves involving only the payment of money damages and does not impose an injunction or other equitable relief by the Indemnifying Party, the Indemnifying Party shall have the right, upon notice to the Indemnified Party within seven days of receipt of the Indemnified Party's denial of consent, in which case no consent will be required; provided, further, that to pay to the Indemnified Party may retain separate co-counsel the full amount of such judgment or settlement, including all interest, costs or other charges relating thereto, and shall pay all attorneys' fees incurred to such date for which the Indemnifying Party is obligated under this Agreement, at its sole cost which time the Indemnifying Party's rights and expense and participate in the defense of obligations with respect to the Third Party Claim (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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 therewithcease.

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 10XI, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing as soon as practicable, but in no event more than ten days after the Indemnified Party shall have been served, provided, however, that the right of the Indemnified Party to indemnification shall be reduced in the event of its failure to give timely notice only to the extent the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel and other Representatives of its choice so long as (i) the Indemnifying Party shall notify the Indemnified Party in any event writing (within the five (5) Business Days day period after receiving its receipt of 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, that the failure of it will indemnify the Indemnified Party to provide such notice shall not relieve from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. Otherwise, the Indemnified Party may defend against the Third Party Claim preserving its obligations hereunder, except rights to indemnification hereunder including without limitation for the extent that cost of such failure to give notice shall prejudice any defense or claim available to the Indemnifying Partydefense. (bc) Any So long as the 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 at any time to assume and thereafter conduct is conducting the defense of the Third Party Claim in accordance with counsel Section 11.5(b) above, (i) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of its choice reasonably satisfactory the Third Party Claim, (ii) the Indemnified Party shall 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, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim including, without limitation, providing required information and documents and access to all employees of the Indemnified Party with knowledge of issues relevant to the claim or litigation (any such activities required to discharge this obligation to cooperate shall be incurred at the sole expense of the Indemnified Party; provided, however, that ) and (iv) the Indemnifying Party will shall 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 (Party, which consent shall not to be unreasonably withheldwithheld or delayed. Notwithstanding any other provision of this Section 11.5, delayed if an Indemnified Party withholds its consent to a settlement or conditioned) unless elects to continue the judgment or proposed settlement involves only defense of any claim, where but for such action the Indemnifying Party could have settled such claim solely for the payment of money damages and does not impose an injunction or other equitable relief upon by the Indemnifying Party as specified in the written request for consent to the settlement delivered to the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory required to indemnify the Indemnified Party). If Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any could have settled 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.

Matters Involving Third Parties. (a) If In the event of any third claim by a person or entity not a party shall notify any Party (the “Indemnified Party”) with respect to any matter this Agreement (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 10, then the Party entitled to indemnification (the “Indemnified Party Party”) shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify each the other Party (the “Indemnifying Party”) of such Third Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) Claim and the basis of the claim; provided, that the failure of material facts known to the Indemnified Party regarding such claim in writing. The failure to provide such notice shall in a timely manner will not relieve affect the Indemnifying Party of its obligations Indemnified Party’s right to indemnification hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying PartyParty is prejudiced thereby. The Parties will cooperate in the defense of any Third Party Claim. (b) Any No Indemnifying Party shall be entitled settle or compromise or voluntarily enter into any binding agreement to participate in the defense of such Third Party Claim at such Indemnifying Party’s expensesettle or compromise, and 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; provided, however, that the Indemnifying Party will not or consent to the entry of any judgment or enter into arising from, any settlement with respect to the Third Party Claim without except with the prior written consent of the Indemnified Party (Party, which consent will not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (it being understood, however, that the . 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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes undertake the defense of any Third Party ClaimClaim by representatives of its own choosing reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate in any such defense of a Third Party Claim with advisory counsel of its own choosing. Such participation shall be at the expense of the Indemnified Party, then unless any Indemnified Party reasonably determines that, because of a conflict of interest or otherwise, the Indemnifying Party is not adequately representing or may not adequately represent its interests, in which case the reasonable costs of such assumption participation by the Indemnified Party shall not prejudice be at the expense of the Indemnifying Party’s . In the event the Indemnifying Party, after expiration of half of the period for the presentation of an answer, a defense, a motion to dismiss or any other similar action against any such Third Party Claim, fails to begin to diligently defend against such Third Party Claim (or at any time thereafter ceases to diligently defend against such Third Party Claim), the Indemnified Party will have the right to thereafter contest undertake the Indemnified Party’s right to indemnification defense, compromise or settlement of such Third Party Claim on behalf of, and for the claims asserted thereinaccount of, the Indemnifying Party, at the expense and risk of the Indemnifying Party. An No Indemnified Party shall not settle or compromise or voluntarily enter into any binding agreement to settle or compromise, or consent to entry of any judgment arising from, any Third Party Claim without Claim, which agreement or judgment would impose liability on the Indemnifying Party, except with the prior written consent of the Indemnifying Party. The Indemnified Party , which consent 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 therewithnot be unreasonably withheld.

Matters Involving Third Parties. (a) If any third party shall notify any Party entitled to be indemnified pursuant to Section 7.02 (the an “Indemnified Party”) with receives notice of the assertion of any claim in respect to any matter of Adverse Consequences (a “Third Party Claim”) which ), such Indemnified Party shall give the party who may give rise become obligated to a claim for provide indemnification against any other Party hereunder (the “Indemnifying Party”) under this Article 10, then written notice describing such claim or fact in reasonable detail (the Indemnified Party shall “Notice of Claim”) promptly (and in any event within five ten (510) Business Days after receiving any written notice from a third party). The Notice of Claim must, at a minimum, include the amount, if known, or if not known, an estimate of the foreseeable amount of claimed Adverse Consequences, and a description of the basis for that 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, that the . The failure of by the Indemnified Party to timely provide such notice a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderany liability, except to the extent that such the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give provide timely notice shall prejudice any defense or claim available to the Indemnifying Partyhereunder. (b) Any In the event any Indemnifying Party shall be entitled to participate in notifies the Indemnified Party within twenty (20) Business Days after the Indemnifying Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of such Third Party Claim at such Indemnifying its choice, subject to the consent of the Indemnified Party’s expense, which shall not be unreasonably withheld, and at its option will shall have the right at any time to assume conduct and thereafter conduct control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to Claim; (ii) the Indemnified Party; provided, however, Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, ; and (iv) the Indemnifying Party failed or is failing will not consent to use commercially reasonable efforts the entry of any judgment with respect to defend such Third Party Claimthe matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. (vc) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed In the amount of Losses that are indemnifiable by event the Indemnifying Party hereunder. Notwithstanding the foregoing, does not notify the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in within twenty (20) Business Days after the defense Indemnifying Party receives the Notice of the Third Party Claim (it being understood, however, that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall be liable solely have the right, subject to the provisions of this Article, to undertake the defense, compromise or settlement of such claim for the costs account of the Indemnifying Party. Unless and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If until the Indemnifying Party assumes the defense of any Third Party Claimclaim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys’ fees and its counsel other costs and expenses incurred in connection with the review, investigation and defense of any such claimaction or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested by reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article 7. (d) In the event that the Indemnifying Party undertakes the defense of any claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (e) The Indemnifying Party's liability for all Third Party Claims shall be subject to the following limitations: the Indemnifying Party shall have no liability for such claims until the aggregate amount of the claim incurred shall exceed One Thousand Dollars ($1000.00).

Matters Involving Third Parties. (a) If any third party shall notify commence an action or proceeding against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Indemnifying Party under Sections 8.1 or 8.2 hereof (the a “Indemnifying PartyThird Party Claim”) under this Article 10), then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing as soon as practicable, but in no event more than ten (10) days after the Indemnified Party shall have been served, provided, however, that the right of the Indemnified Party to indemnification shall be reduced in the event of its failure to give timely notice only to the extent the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel and other representatives of its choice so long as (i) the Indemnifying Party shall notify the Indemnified Party in any event writing (within five the fifteen (515) Business Days day period after receiving its receipt of notice of the Third Party Claim) notify each and (ii) the Indemnifying Party thereof in writing, describing diligently conducts the claim, the amount thereof (if known and quantifiable) and the basis defense of the claim; providedThird Party Claim. Otherwise, that the failure of the Indemnified Party may defend against the Third Party Claim preserving its rights to provide indemnification hereunder including without limitation for the cost of such notice shall not relieve defense. (c) So long as the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (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 at any time to assume and thereafter conduct is conducting the defense of the Third Party Claim in accordance with counsel Section 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of its choice reasonably satisfactory the Third Party Claim, (ii) the Indemnified Party shall 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, (iii) the Indemnified Party shall fully cooperate with the Indemnifying Party in the investigation and defense of any such Third Party Claim, including without limitation, providing required information and documents and access to all employees of the Indemnified Party with knowledge of issues relevant to the claim or litigation (any such activities required to discharge this obligation to cooperate shall be incurred at the sole expense of the Indemnified Party; provided, however, that ) and (iv) the Indemnifying Party will shall 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 (Party, which consent shall not to be unreasonably withheldwithheld or delayed, delayed unless such settlement includes as a term thereof a general release of the Indemnified Party from such Third Party Claim. Notwithstanding any other provision of this Section 8.4, if an Indemnified Party withholds its consent to a settlement or conditioned) unless elects to continue the judgment or proposed settlement involves only defense of any claim, where but for such action the Indemnifying Party could have settled such claim solely for the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (it being understood, however, that by the Indemnifying Party shall control such defense and shall be liable solely as specified in the written request for the costs and expenses of counsel of its choice reasonable satisfactory consent to the Indemnified Party). Notwithstanding the foregoing, the Indemnifying Party will not have the right settlement delivered to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory required to indemnify the Indemnified Party). If Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any could have settled 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.

Matters Involving Third Parties. (a) If any third party shall notify commence a third party Action against any indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) matters which may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 10Section 6, then the Indemnified indemnified Party shall promptly (and notify the indemnifying Party thereof in any writing as soon as practicable, but in no event within five (5) Business Days more than 15 calendar days after receiving the indemnified Party shall have been served with legal process or otherwise received 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, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) Any Indemnifying Party shall be entitled to participate in the defense commencement of such Third Party Claim at such Indemnifying Party’s expense, and 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 PartyAction; provided, however, that the Indemnifying right of the indemnified Party to indemnification shall be reduced in the event of its failure to give timely notice only to the extent the indemnifying Party is prejudiced thereby. (b) The indemnifying Party shall have the right to defend the indemnified Party against the third party Action with counsel and other representatives of its choice so long as (i) the indemnifying Party shall notify the indemnified Party in writing within the 15 calendar day period after its receipt of notice of the third party Action; that it will indemnify the indemnified Party from and against any damages the indemnified Party may suffer arising out of the third party Action; and (ii) the indemnifying Party diligently conducts the defense of the third party Action in the reasonable opinion of the indemnified Party. In the event the indemnifying Party does not comply with clauses (i) or (ii) of the preceding sentence, the indemnified Party may defend against the third party Action, preserving its rights to indemnification hereunder including, without limitation, for the cost of such defense. (c) So long as the indemnifying Party is diligently conducting the defense of the third party Action in accordance with Section 6.4(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 Action, (ii) the indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim third party Action without the prior written consent of the Indemnified Party (indemnifying Party, which consent shall not to be unreasonably withheld, delayed withheld or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Partydelayed, (iii) the indemnified Party shall fully cooperate within reason with the indemnifying Party’s defense of such Third third party Action including, without limitation, providing any and all required information and documents and access to representatives of the indemnified Party Claim relates with knowledge of issues relevant to the claim or arises in connection with a criminal actionlitigation (any such activities required to discharge this obligation to cooperate shall be incurred at the sole expense of the indemnified Party), and (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 indemnifying Party shall not settle consent to the entry of any judgment or compromise enter into any Third Party Claim settlement with respect to the third party Action without the prior written consent of the Indemnifying indemnified Party. The Indemnified , which consent shall not be unreasonably withheld or delayed. (d) Notwithstanding any contradiction in Section 6.4 (a) —(c), an indemnified Party will cooperate with shall be entitled to assume the Indemnifying Party and its counsel in the review, investigation and defense of any third party Action (and the indemnifying Party shall be liable for the reasonable fees and expenses incurred by the indemnified Party in defending such claim) if the third party Action seeks an order, injunction, or other equitable relief or relief for other than money damages against the indemnified Party, which the indemnified Party determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would materially adversely affect the properties or the business of the indemnified Party; provided, however, if such equitable relief portion of such third party Action can be so separated from that for money damages, the indemnifying Party shall make available its personnel, and shall provide such testimony and access be entitled to its books and records as is reasonably requested by assume the Indemnifying Party in connection therewithdefense of the portion relating to money damages.

Matters Involving Third Parties. (ai) If any third party shall notify any Party Person entitled to indemnification hereunder (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may that 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 10Section Thirteenth, then the Indemnified Party shall promptly (and in any event within five (5) ten Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing, describing . Failure to notify the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, that the failure of the Indemnified Indemnifying Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunderany liability that it may have to the Indemnified Party, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third claim is materially prejudiced by the Indemnified Party's failure to give such notice. (ii) The Indemnifying Party Claim at such Indemnifying Party’s expense, and at its option will shall 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 PartyParty and the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the 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). If the Indemnifying Party assumes and thereafter conducts the defense of the Third Party Claim, the Indemnifying 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 adversely affect the operations or conduct of the Partnership; (II) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (III) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim; (IV) the Indemnified Party 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 or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Indemnifying Party, which consent shall not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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.

Matters Involving Third Parties. (a) 9.5.1. If any third party shall notify notifies any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article 10Section 9 (a “Third Party Claim”), then the Indemnified Party shall promptly (will promptly, and in any event within ten (10) Business Days, notify in writing the Indemnifying Party of such Third Party Claim (such notification, a “Claim Notice”) describing in reasonable detail the basis for such Third Party Claim (including identification of the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered with respect thereto) and enclosing copies of any documents then available to the Indemnified Party relating to such Third Party Claim and thereafter provide the Indemnifying Party such documents and information with respect thereto that the Indemnifying Party may reasonably request; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any indemnification obligation hereunder unless the Indemnifying Party is prejudiced thereby. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within five (5) Business Days after receiving notice of the Indemnifying Party’s receipt thereof, copies of all notices, demands and other documents (including court papers) received by the Indemnified Party relating to the Third Party Claim) notify each . This Section 9.5 shall not apply to the conduct of any Tax Proceedings, which shall be exclusively governed by Section 8.7.5. -42- 9.5.2. The Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (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 at any time to assume and thereafter conduct control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that choice. 9.5.3. If the Indemnifying Party will not consent to is conducting the entry defense of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party Claim, (not to be unreasonably withheld, delayed or conditioneda) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (it being understoodbut not of record, howeverand shall not communicate with the Person asserting the Third Party Claim or its Representatives), that (b) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of 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). Notwithstanding the foregoing, (c) the Indemnifying Party will not have consent to the right entry of any judgment or enter into any settlement with respect to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by Claim unless (i) written agreement is obtained releasing the Indemnified Party in connection therewith, if (i) such subject to the Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Partyfrom all liability thereunder, (ii) it involves only the Indemnified Party shall have been advised by outside counsel that there is a conflict payment of interests between the Indemnified Party money and the Indemnifying Party, amount of such judgment or settlement does not exceed an amount equal to (A) the balance of the Indemnity Escrow Funds at such time plus (B) any amounts recoverable under the R&W Policy and (iii) such Third Party Claim relates to the judgment or arises in connection with settlement does not involve any finding or admission of a criminal action, (iv) violation of any Legal Requirement by the Indemnified Party. If the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in not conducting the defense of the Third Party Claim (it being understoodClaim, however, that the Indemnifying Indemnified Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory will not consent to the Indemnified Party). If the Indemnifying Party assumes the defense entry of any Third Party Claim, then judgment or enter into any settlement with respect to 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying PartyParty (such consent not to be unreasonably withheld). 9.5.4. The Indemnified Each party will cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and will furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. In all events the insurer under the R&W Policy and its agents and advisors will be permitted to reasonably cooperate with the Indemnifying Party and its counsel any party to this Agreement 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 matter which might reasonably constitute a Loss (as is reasonably requested by defined in the Indemnifying Party in connection therewithR&W Policy).

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article 10section 11, 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, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; providedHOWEVER, that no delay on the failure part of the Indemnified Party to provide such notice in notifying any Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except from any obligation hereunder unless (and then solely to the extent that such failure to give notice shall prejudice any defense or claim available to extent) the Indemnifying PartyParty thereby is prejudiced. (bii) 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 at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; providedParty so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 44 45 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 11(d)(ii) above, however(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, that (B) 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 withheld unreasonably), and (C) the Indemnifying 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 Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iv) In the event any of the conditions in section 11(d)(ii) above is or becomes unsatisfied, delayed or conditionedhowever, (A) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost defend against, and expense and participate in consent to the defense entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (it being understood, however, that and the Indemnified Party need not consult with unless the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory have elected to the Indemnified Party). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party participate in connection therewith, if (iaccordance with section 11(d)(v) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claimbelow, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoingobtain any consent from, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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), and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences for which it may be liable under section 11 hereof. (v) With respect to any Third Party Claim the defense and/or settlement of which is being conducted by the Indemnified Party, the Indemnifying Party shall have the right, at its expense, to fully participate in (but not control) such defense and/or settlement with counsel of its own choosing.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any the other Party party hereto (the “"Indemnifying Party”") under this Article 10Section 9, then the Indemnified Party shall will notify the Indemnifying Party thereof in writing promptly (and in any event within five (5) Business Days 10 days after receiving any written notice of from a third party stating the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known nature and quantifiable) and the basis of any claim made by the claimthird party; provided, provided that no delay on the failure part of the Indemnified Party to provide such notice shall not in notifying the Indemnifying Party will relieve the Indemnifying Party of its obligations hereunderfrom any obligation hereunder unless, except and then solely to the extent that such failure to give notice that, the Indemnifying Party is prejudiced thereby. The Indemnified Party shall prejudice any defense or claim available provide to the Indemnifying Party. (b) Any Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes give rise to a claim for indemnification hereunder and shall give the Indemnifying Party shall be entitled reasonable access to participate all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such Third matter (i) the Indemnifying Party Claim at such Indemnifying Party’s expense, and at its option will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however(ii) the Indemnified Party may retain separate counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party), that (iii) the Indemnified Party will not consent to the entry of a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be unreasonably withheld, withheld or delayed or conditioned) unless unreasonably). If the judgment or proposed settlement involves only the payment of money damages and Indemnifying Party does not impose an injunction or other equitable relief upon assume the Indemnified Partydefense of such matter, in which case no consent will be required; provided, further, that the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate, and (i) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the Indemnifying Party, (ii) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claimexpense, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (iiiii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory will not consent to the Indemnified Party). If entry of a judgement or enter into any settlement with respect to the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim matter without the prior written consent of the Indemnifying Party. Party (not to be withheld or delayed unreasonably). (b) The Indemnified Party will cooperate with provisions of paragraph (a) of this Section 9.4 shall apply to all claims for indemnification hereunder except indemnification claims which involve Tax matters pertaining to Terex B.V. and/or the Indemnifying Party and its counsel in the reviewSubsidiaries, investigation and defense of any such claim, which claims shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested be governed by the Indemnifying Party in connection therewithArticle 10.

Matters Involving Third Parties. (a) If In the event any third party shall notify claim is made, suit is brought or tax audit or other proceeding is instituted against Parent or the Company, or any Party (of their respective directors, officers or affiliates which involves or appears reasonably likely to involve a Buyer Claim for which indemnification may be sought against the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 10Company Stockholders hereunder, then the Indemnified Party shall Parent will, promptly (and in any event within five (5) Business Days business days) after receiving receipt of notice of the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the any such claim, suit or proceeding, notify the amount thereof (if known and quantifiable) and the basis Stockholder Representative of the claim; provided, that commencement thereof. The failure to so notify the failure Stockholder Representative of the Indemnified Party to provide commencement of any such notice shall not claim, suit or proceeding will relieve the Indemnifying Party of its obligations hereunder, except Company Stockholders from liability only to the extent that such failure has a material adverse effect on the ability of the Stockholder Representative to give defend their interests in such claim, action or proceeding. Parent's notice shall prejudice any defense or claim available to the Indemnifying Party. (b) Any Indemnifying Party Stockholder Representative of the commencement of a claim, suit or proceeding shall be entitled followed by a statement of Parent's position, together with the reasons therefor, with respect to participate the condition set forth in clause (iv) of this Section 10.6(a) within 15 days of the delivery of the such initial notice to the Stockholder Representative regarding such claim, suit or proceeding. The Stockholder Representative (at the expense of the Company Stockholders) shall have the right and shall be given the opportunity to assume and control the defense of such Third Party Claim at such Indemnifying Party’s expenseclaim, and at its option will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim suit or proceeding with counsel of its their choice reasonably satisfactory to Parent so long as (i) the Indemnified PartyStockholder Representative notifies the indemnified party in writing within 30 days after the indemnified party has given notice of such claim that the Company Stockholders will indemnify the indemnified party from and against the entirety of any damages the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim, (ii) the Stockholder Representative provides the indemnified party with evidence reasonably acceptable to the indemnified party that the Company Stockholders will have the financial resources to defend against such claim and fulfill their indemnification obligations hereunder, (iii) such claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, such claim is not, in the reasonable judgment of Parent, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the indemnified party and the indemnified party conducts the defense of such claim actively and diligently, and (v) the Stockholder Representative conducts the defense of such claim actively and diligently; provided, however, that Parent and its counsel (at Parent's expense) may participate in (but not control the Indemnifying Party will conduct of) all matters pertaining to the defense or settlement of such claim, suit or proceeding. Whether or not the Stockholder Representative elects to assume such defense, Parent shall not, except at its own cost, make any settlement with respect to any such claim, suit or proceeding without the prior written consent of the Stockholder Representative. If Parent elects to assume the defense of a claim, the Stockholder Representative and its counsel (at the Company Stockholders' expense) may participate in (but not control the conduct of) all matters pertaining to the defense or settlement of such claim, suit or proceeding. Parent's consent to the settlement of any such claim, suit or proceeding by the Stockholder Representative shall be required and shall not be unreasonably withheld or delayed, but such consent shall not be required if (or to the extent that) such settlement only requires the payment of a monetary amount and includes a full release of claims against Parent and does not include a statement as to or admission of fault, culpability or failure to act by or on behalf of Parent. (b) In the event any of the conditions in Section 10.6(a) above is or becomes unsatisfied, or if the Stockholder Representative has elected not to conduct the defense of the claim (i) the indemnified party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such claim in any manner it may deem appropriate; provided, however, that Parent shall not, except at its own cost, make any settlement with respect to the Third Party Claim any such claim, suit or proceeding without the prior written consent of the Indemnified Party Stockholder Representative (which consent shall not to be unreasonably withheldwithheld or delayed), delayed (ii) the Company Stockholders will reimburse the indemnified party promptly and periodically for the costs of defending against such claim (including attorneys' fees and expenses), and (iii) the Company Stockholders will remain responsible for any damages the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or conditionedcaused by such claim to the fullest extent provided in this Article X. (c) unless In the judgment event any claim is made, suit is brought or proposed settlement other proceeding is instituted against a Company Stockholder, which involves or appears reasonably likely to involve a Seller Claim for which indemnification may be sought against Parent hereunder, the Stockholder Representative will, promptly (and in any event within five (5) business days) after receipt of notice of any such claim, suit or proceeding by a Company Stockholder, notify Parent of the commencement thereof. The failure to so notify Parent of the commencement of any such claim, suit or proceeding will relieve Parent from liability only to the extent that such failure adversely affects the ability of Parent to defend its interests in such claim, action or proceeding. Parent shall have the right and shall be given the opportunity, to assume and control the defense of such claim, suit or proceeding with counsel of its choice reasonably satisfactory to the Stockholder Representative so long as (i) Parent notifies the indemnified party in writing within 30 days after the indemnified party has given notice of such claim that Parent will indemnify the indemnified party from and against the entirety of any damages the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim, (ii) such claim involves only the payment of money damages and does not impose seek an injunction or other equitable relief upon relief, and (iii) Parent conducts the Indemnified Party, in which case no consent will be requireddefense of such claim actively and diligently; provided, further, however that the Indemnified Party Stockholder Representative, on behalf of the Company Stockholders, and its counsel (at the Company Stockholder's expense) may retain separate co-counsel participate in but not control the conduct of, all matters pertaining to the defense or settlement of such claim, suit or proceeding. Whether or not Parent elects to assume such defense, the Stockholder Representative, on behalf of the Company Stockholders, shall not, except at its sole cost and expense and participate in the defense of the Third Party Claim (it being understoodown cost, howevermake any settlement with respect to any such claim, 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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction suit or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim proceeding without the prior written consent of the Indemnifying PartyParent. The Indemnified Party will cooperate with Stockholder Representative's consent to the Indemnifying Party and its counsel in the review, investigation and defense settlement of any such claim, suit or proceeding by Parent shall make available its personnelbe required and shall not be unreasonably withheld or delayed, but such consent shall not be required if (or to the extent that) such settlement only requires the payment of a monetary amount and includes a full release of claims against the Company Stockholders and does not include a statement as to or admission of fault, culpability or failure to act by or on behalf of any Company Stockholder. (d) In the event any of the conditions in Section 10.6(c) above is or becomes unsatisfied, or if Parent has elected not to conduct the defense of the claim (i) the indemnified party may defend against, and shall provide consent to the entry of any judgment or enter into any settlement with respect to, such testimony claim in any manner it may deem appropriate (and access to its books and records as is reasonably requested by the Indemnifying Party indemnified party need not consult with or obtain any consent from, Parent, Merger Sub or any of their affiliates in connection therewith.); provided that if (A) Parent has elected at the commencement of such claim not to conduct the defense of such claim, or (B) Section 10.6(c)(ii) of this Agreement is or becomes unsatisfied and the relief sought includes injunctive relief or an equitable remedy, and the indemnified party is therefore defending such claim, the indemnified party may not enter into any settlement with respect to such claim without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) if such settlement would entitle the indemnified party to be paid monetary damages by Parent, (ii) Parent will reimburse the indemnified party promptly and periodically for the costs of defending against such claim (including attorneys' fees and expenses), and (iii) Parent will remain responsible for any damages the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim to the fullest extent provided in this Article X.

Matters Involving Third Parties. (ai) If any third party shall notify any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which may give rise to a claim for indemnification against any other an Indemnifying Party (the “Indemnifying Party”) under this Article 10Section 6, then the Indemnified Party shall promptly (and in any event within five twenty (520) Business Days after receiving notice of the Third Third-Party Claim) notify each the Indemnifying Party thereof in writing, describing writing which notice must describe the claim, the amount thereof (if known Third-Party Claim in reasonable detail and quantifiable) shall include copies of all notices and the basis of the claim; provided, that the failure of documents received by the Indemnified Party to provide such notice date relating to the Third-Party Claim (other than those notices and documents separately addressed to the Indemnifying Party). Failure to so timely notify shall not relieve the Indemnifying Party of from its obligations hereunder, except hereunder unless (and then solely to the extent that such failure to give notice shall prejudice any defense or claim available to extent) the Indemnifying PartyParty is actually materially prejudiced as a result thereof. (bii) 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 at any time to participate in the defense of the Third-Party Claim (including any Anti-Assignment Breach Claim) and, if so elected by the Indemnifying Party within twenty (20) Business Days of being notified by the Indemnified Party of such Third-Party Claim (including any Anti-Assignment Breach Claim), to assume and thereafter conduct the defense of the Third Third-Party Claim with counsel of its choice selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party; provided. Notwithstanding anything contained herein to the contrary, however, in the event that the Indemnifying Party so elects to assume the defense of a Third-Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal fees and expenses subsequently incurred by the Indemnified Party in connection with the defense thereof (except to the extent provided in Section 6(e)(iii) below to the extent that the Indemnifying Party fails to diligently conduct the defense of such Third-Party Claim). The Indemnifying Party will not consent to the entry of any judgment 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, delayed conditioned, or conditioneddelayed) unless (i) the judgment or proposed settlement involves only the payment of money damages in an amount less than the Cap and/or the Aggregate Cap, as applicable, with respect to the Indemnifying Party’s indemnification obligations under this Section 6, (ii) does not involve any admission of fault or violation of Law by or on behalf of the Indemnified Party, and (iii) does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) (A) Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in Section 6(e)(ii), in which case no consent will be required; provided(B) if the Indemnifying Party fails to diligently conduct the defense of such Third-Party Claim, furtheror (C) if the Indemnifying Party fails to assume the defense of any Third-Party Claim within twenty (20) Business Days after being notified by the Indemnified Party of such Third-Party Claim, that then the Indemnified Party may retain separate codefend against the Third-Party Claim in any manner it may reasonably deem appropriate, with the Indemnifying Party responsible for all reasonable costs incurred in connection therewith (including reasonable fees and expenses of counsel) to the extent such Third Party Claim relates to a matter for which the Indemnified Party is entitled to be indemnified pursuant to this Section 6 and such costs are otherwise indemnifiable pursuant to the terms of this Section 6 (including after giving effect to the Deductible, Cap and the Aggregate Cap, as applicable). (iv) In no event (including in connection with any Third-Party Claim referenced in Section 6(e)(iii) above) will 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 Parties (not to be unreasonably withheld, conditioned, or delayed). (v) With respect to any Third-Party Claim subject to indemnification under this Section 6, (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Third-Party Claim and any related proceedings at all stages thereof where such Person is not represented by its own counsel and (ii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (vi) Notwithstanding the above, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its the Indemnifying Party’s sole cost and expense and participate in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any Third Party Claim by providing written notice to the Indemnifying Party of such determination to control such defense within twenty (20) Business Days following such Third-Party Claim (subject to the proviso set forth in this Section 6(e)(vi) below) to the extent that (a) the Third Party Claim (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material an injunction or other material equitable relief against the Indemnified Party, ; (iib) in connection with the Third Party Claim the named parties (including any impleaded parties) to such proceeding include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised by outside counsel that there is are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party so as to result in a potential material conflict of interests interest between the Indemnified Party and the Indemnifying Party, ; (iiic) such the Third Party Claim relates to any criminal proceeding, indictment or arises allegation with respect to the Indemnified Party; (d) if, in connection with the case the Indemnified Party is a criminal actionBuyer Indemnitee, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting involves any Governmental Entity, Material Customer or Material Supplier (excluding any such Third-Party Claim that is an Anti-Assignment Breach Claim); or (e) in Losses the event that would exceed the Third-Party Claim were to be adversely decided, it is likely that the amount of the Losses that are related to the Third-Party Claim which would be indemnifiable by the Indemnifying Party hereunder. Notwithstanding hereunder would be less than the foregoing, amount of Losses related to the Third-Party Claim which would be borne by the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (including through the defense application of the Third Party Claim (it being understoodDeductible, the Cap and the Aggregate Cap, as applicable); provided, however, that the Indemnifying Indemnified Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory may make no settlement, compromise, admission, or acknowledgment in connection with any such Third-Party Claim to the Indemnified Party). If extent that it would give rise to any liability on the part of the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate (which consent may not be unreasonably withheld, conditioned, or delayed). (vii) In all events, the insurers under the R&W Policy and their agents and advisors shall be permitted to associate effectively with the Indemnifying any 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 matter which might reasonably constitute a Loss (as is reasonably requested by defined in the Indemnifying Party R&W Policy) in connection therewithaccordance with the terms of the R&W Policy.

Matters Involving Third Parties. (a) If any third party shall notify commence a third party Action against any indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other indemnifying Party (the “Indemnifying Party”) under this Article Section 10, then the Indemnified indemnified Party shall promptly (and notify the indemnifying Party thereof in any writing as soon as practicable, but in no event within five (5) Business Days more than ten days after receiving the indemnified Party shall have been served with legal process or otherwise received 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, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) Any Indemnifying Party shall be entitled to participate in the defense commencement of such Third Party Claim at such Indemnifying Party’s expense, and 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 PartyAction; provided, however, that the Indemnifying right of the indemnified Party to indemnification shall be reduced in the event of its failure to give timely notice only to the extent the indemnifying Party is prejudiced thereby. (b) The indemnifying Party shall have the right to defend the indemnified Party against the third party Action with counsel and other representatives of its choice so long as (i) the indemnifying Party shall notify the indemnified Party in writing (within the 10-day period after its receipt of notice of the third party Action) that it will indemnify the indemnified Party from and against any damages the indemnified Party may suffer arising out of the third party Action; and (ii) the indemnifying Party diligently conducts the defense of the third party Action in the reasonable opinion of the indemnified Party. In the event the indemnifying Party does not comply with clauses (i) or (ii) of the preceding sentence, the indemnified Party may defend against the third party Action preserving its rights to indemnification hereunder including, without limitation, for the reasonable cost of such defense. (c) So long as the indemnifying Party is diligently conducting the defense of the third party Action in accordance with Section 10.6(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 Action, (ii) the indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim third party Action without the prior written consent of the Indemnified Party (indemnifying Party, which consent shall not to be unreasonably withheldwithheld or delayed, delayed or conditioned[***] (d) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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.[***]

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article 10Section8, then the Indemnified Party shall promptly (and in any event within five ten (510) Business Days business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing, describing the claim, the amount thereof . Any delay of more than ten (if known and quantifiable10) and the basis of the claim; provided, that the failure of business days by the Indemnified Party to provide such notice in notifying the Indemnifying Party of a Third Party Claim shall not relieve the Indemnifying Party of from its obligations hereunder, except hereunder unless and to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying PartyParty is prejudiced by the delay. (bii) Any The 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 at any time to assume and thereafter conduct conduct, at its own expense, the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying 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 Indemnified Party (not to be unreasonably withheld, withheld or delayed or conditionedunreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party and does not, in the reasonable judgment of the board of directors of the Indemnified Party, in which case no consent will be required; provided, further, that establish a precedent materially adverse to the Indemnified Party. The Indemnified Party may retain shall be entitled to employ separate co-counsel at its sole cost and expense and to participate in the defense of the Third Party Claim Claim. (it being understood, however, that iii) In the event 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). Notwithstanding the foregoing, the Indemnifying Party will does not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises provided in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoingSection8(d)(ii), the Indemnified Party may retain separate co-counsel at defend against the Third Party Claim in any manner it reasonably may deem appropriate. and the Indemnifying Party shall, in addition to its sole cost other obligations, reimburse the Indemnified Party monthly for the costs and expense and participate expenses, including reasonable attorney fees, incurred by the Indemnified Party in the defense of the Third Party Claim Claim. (it being understood, however, that iv) In no event will the Indemnifying Indemnified Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory consent to the Indemnified Party). If the Indemnifying Party assumes the defense entry of any Third Party Claim, then such assumption shall not prejudice judgment or enter into any settlement with respect to the Indemnifying Party’s right to thereafter contest the Indemnified Party’s right to indemnification for the claims asserted therein. An Indemnified Party shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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 (not to its books and records as is reasonably requested by the Indemnifying Party in connection therewithbe withheld or delayed unreasonably).

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any the other Party party hereto (the “"Indemnifying Party”") under this Article 10Section 9, then the Indemnified Party shall will notify the Indemnifying Party thereof in writing promptly (and in any event within five (5) Business Days 10 days after receiving any written notice of from a third party stating the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known nature and quantifiable) and the basis of any claim made by the claimthird party; provided, provided that no delay on the failure part of the Indemnified Party to provide such notice shall not in notifying the Indemnifying Party will relieve the Indemnifying Party of its obligations hereunderfrom any obligation hereunder unless, except and then solely to the extent that such failure to give notice that, the Indemnifying Party is prejudiced thereby. The Indemnified Party shall prejudice any defense or claim available provide to the Indemnifying Party. (b) Any Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes give rise to a claim for indemnification hereunder and shall give the Indemnifying Party shall be entitled reasonable access to participate all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such Third matter (i) the Indemnifying Party Claim at such Indemnifying Party’s expense, and at its option will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however(ii) the Indemnified Party may retain separate counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party), that (iii) the Indemnified Party will not consent to the entry of a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be unreasonably withheld, withheld or delayed or conditioned) unless unreasonably). If the judgment or proposed settlement involves only the payment of money damages and Indemnifying Party does not impose an injunction or other equitable relief upon assume the Indemnified Partydefense of such matter, in which case no consent will be required; provided, further, that the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate, and (i) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the Indemnifying Party, (ii) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claimexpense, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (iiiii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory will not consent to the Indemnified Party). If entry of a judgement or enter into any settlement with respect to the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim matter without the prior written consent of the Indemnifying Party. Party (not to be withheld or delayed unreasonably). (b) The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the reviewprovisions of paragraph (a) of this Section 9.4 shall apply to all claims for indemnification hereunder except indemnification claims which involve Tax matters pertaining to Xxxxxxx, investigation and defense of any such claim, which claims shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested be governed by the Indemnifying Party in connection therewithArticle 10.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article 10XII, 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 thereof, in writing, describing writing stating the claim, nature and basis of such claims and the amount thereof thereof, to the extent known; provided that (i) if known and quantifiable) and the basis any member of the claimGlobe Group is the Indemnified Party, such member of the Globe Group shall promptly notify the Company Shareholders, and (ii) if any of the Company Shareholders is the Indemnified Party, then such Company Shareholder shall notify the Globe Group; and provided, however, that no delay on the failure part of the Indemnified Party to provide such in notifying any Indemnifying Party in accordance with the notice provisions of Sections 14.3 and/or this Section 12.5 shall not relieve the Indemnifying Party of its obligations hereunder, except from any obligation hereunder unless (and then solely to the extent that such failure to give notice shall prejudice any defense or claim available to extent) the Indemnifying PartyParty thereby is materially prejudiced. (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 at any time by notifying the Indemnified Party in writing to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or her or its choice choice, at such Indemnifying Party's sole cost and expense, reasonably satisfactory to the Indemnified PartyParty 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 in the event of any Tax proceeding, it shall have furnished to the Indemnified Party such assurance reasonably acceptable to the Indemnified Party regarding its ability to satisfy any indemnification obligation; 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 12.5 above, (i) the Indemnifying 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 Indemnified Party (Party, which consent shall not to be withheld unreasonably withheld, delayed or conditioned) 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, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory will not consent to the Indemnified Party). If the Indemnifying Party assumes the defense entry of any Third Party Claim, then such assumption shall not prejudice judgment or enter into any settlement with respect to the Indemnifying Party’s right to thereafter contest the Indemnified Party’s right to indemnification for the claims asserted therein. An Indemnified Party shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably); provided, however, in the event of a Tax proceeding, if the resolution of the issues could have the effect of increasing the Tax liabilities of, or attributable to, the Company or Merger Sub in a post-closing Tax period and the Company Shareholders have not agreed to indemnify the Globe Group fully for such increase, the Company Shareholders shall afford the Globe Group the opportunity to control jointly the conduct and resolution of the portion of such Tax proceeding that could have the effect of increasing the Tax liabilities of, or attributable to, the Company or Merger Sub in a post-closing Tax period. The If the Globe Group shall decline, in writing, to participate in the control of the conduct of such Tax proceeding, the Company Shareholders shall have the right to control the conduct of such Tax proceeding, provided that the Company Shareholders shall not resolve such Tax proceeding without the Globe Group's written consent, which shall not be unreasonably withheld. (d) In the event that none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with Section 12.5 above, (i) the Indemnified Party will cooperate with may defend against, and consent to the Indemnifying Party and its counsel in the review, investigation and defense entry of any such claimjudgment or enter into any settlement with respect to, shall make available its personnelthe Third Party Claim in any manner he or it reasonably may deem appropriate (and the Indemnified Party need not consult with, and shall provide such testimony and access to its books and records as is reasonably requested by the or obtain any consent from, any Indemnifying Party in connection therewith), and (ii) the Indemnifying Parties will remain responsible for any Damages 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 XII. (e) Nothing herein shall limit the authority of the Shareholders' Representative to settle the Globe Group Claims arising out of Section 12.2(a) hereof on behalf of the Company Shareholders without the consent of, or notice to, such Company Shareholders, nor shall the Globe be required to give notice of any the Globe Claim to any Person other than the Shareholders' Representative to the extent such the Globe Claim arises out of Section 12.2(a) hereof. With regard to any the Globe Claim arising out of Section 12.2(b) hereof, the Globe shall give notice of such Claim to the affected Company Shareholder or Company Shareholders.

Matters Involving Third Parties. (a) If any third party shall notify any Party entitled to be indemnified pursuant to Section 7.02 (the an “Indemnified Party”) with receives notice of the assertion of any claim in respect to any matter of Adverse Consequences (a “Third Party Claim”) which ), such Indemnified Party shall give the party who may give rise become obligated to a claim for provide indemnification against any other Party hereunder (the “Indemnifying Party”) under this Article 10, then written notice describing such claim or fact in reasonable detail (the Indemnified Party shall “Notice of Claim”) promptly (and in any event within five ten (510) Business Days after receiving any written 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, that the from a third party). The failure of by the Indemnified Party to timely provide such notice a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderany liability, except to the extent that such the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give provide timely notice shall prejudice any defense or claim available to the Indemnifying Partyhereunder. (b) Any In the event any Indemnifying Party shall be entitled to participate in notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has provided a Notice of Claim that the Indemnifying Party is assuming the defense of such Third thereof: (i) the Indemnifying Party Claim at such Indemnifying Party’s expense, and at its option will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory choice, subject to the consent of the Indemnified Party; provided, however, (ii) 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 expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, ; and (iv) the Indemnifying Party failed or is failing will not consent to use commercially reasonable efforts the entry of any judgment with respect to defend such Third Party Claimthe matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. (vc) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed In the amount of Losses that are indemnifiable by event the Indemnifying Party hereunder. Notwithstanding the foregoing, does not notify the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in within ten (10) Business Days after the defense Indemnified Party provides the Indemnifying Party with a Notice of the Third Party Claim (it being understood, however, that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall be liable solely have the right, subject to the provisions of this Article, to undertake the defense, compromise or settlement of such claim for the costs account of the Indemnifying Party. Unless and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If until the Indemnifying Party assumes the defense of any Third Party Claimclaim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys’ fees and its counsel other costs and expenses incurred in connection with the review, investigation and defense of any such claimaction or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested by reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article 8. (d) In the event that the Indemnifying Party undertakes the defense of any claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith.

Matters Involving Third Parties. (a) If any third party shall notify any -------------------------------- the Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 10, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of notify the Third Party Claim) notify each Indemnifying Party thereof in writingpromptly; PROVIDED, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; providedHOWEVER, that no delay on the failure part of the Indemnified Party to provide such notice in notifying any Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except from any liability or obligation hereunder unless (and then solely to the extent that such failure to give notice shall prejudice any defense or claim available to extent) the Indemnifying Party. (b) Any Party thereby is damaged. In the event any Indemnifying Party shall be entitled to participate in notifies the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such Third thereof, (i) the Indemnifying Party Claim at such Indemnifying Party’s expense, and at its option will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, (ii) 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 expenses of the separate co-counsel to the extent the third party seeks injunctive relief or criminal sanctions), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third matter without the prior written consent of the Indemnifying Party Claim (which consent shall not be unreasonably withheld or delayed), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld, delayed withheld or conditioned) unless delayed). In the judgment or proposed settlement involves only event the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; provided, further, that Indemnifying Party fails to notify the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in within thirty (30) days after the defense Indemnified Party has given notice of the Third Party Claim (it being understood, however, matter 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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct is assuming the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoingthereof, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate defend against, or enter into any settlement with respect to, the matter in the defense of the Third Party Claim (any manner it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory reasonably may deem appropriate without waiving any right to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, then such assumption shall not prejudice indemnity therefor by the Indemnifying Party’s right to thereafter contest the Indemnified Party’s right to indemnification for the claims asserted therein. An Indemnified Party shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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.

Matters Involving Third Parties. (aA) If any third party shall notify any Party (the “Indemnified Party”) with respect to Indemnitee about any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) Indemnitors under this Article 10Section 8, then the Indemnified Party Indemnitee shall promptly (and in any event within five (5) Business Days after receiving notice of notify the Third Party Claim) notify each Indemnifying Party thereof Shareholder Representative 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 failure part of any Indemnitee in notifying the Indemnified Party to provide such notice Shareholder Representative shall not relieve the Indemnifying Party of its obligations hereunder, except Indemnitors from any obligation hereunder unless (and then solely to the extent that such failure to give notice shall prejudice any defense or claim available to extent) the Indemnifying PartyIndemnitors are prejudiced by the delay. (bB) 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 The Shareholder Representative will have the right at any time to assume and thereafter conduct defend the defense of Indemnitee against the Third Party Claim (other than a Third Party Claim in respect of a breach of any representation or warranty under Section 2.9) with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, Indemnitee so long as (i) the Shareholder Representative notifies the Indemnitee in writing within 15 days after Indemnitee has given notice of the Third Party Claim that the Indemnifying Indemnitors will indemnify the Indemnitee from and against the entirety of any Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnitors conduct the defense of the Third Party Claim actively and diligently. (C) So long as Parent reasonably believes the Indemnitors are conducting the defense of the Third Party Claim in accordance with Section 8.5(b) above, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim and (ii) 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 Indemnified Party Shareholder Representative (which consent shall not to be unreasonably withheld, delayed or conditioned). (D) unless If the judgment or proposed settlement involves only the payment of money damages Indemnitors are not actively and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in diligently conducting the defense of the Third Party Claim, or in the case of any Third Party Claim in respect of a breach of any representation or warranty under Section 2.9, then (it being understoodi) the Indemnitee may defend against, 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 consent to the Indemnified Party). Notwithstanding entry of any judgment or enter into any settlement with respect to the foregoingThird Party Claim in any manner it may deem reasonable (and the Indemnitee need not consult with, or obtain any consent from, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party Shareholder Representative or any Indemnitor in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party), (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict Indemnitors will reimburse the Indemnitee promptly and periodically for the costs of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of defending against the Third Party Claim (it being understoodincluding attorney's fees and expenses) and (iii) the Indemnitors will remain responsible for any Damages the Indemnitee may suffer resulting from, howeverarising out of, that relating to, in the Indemnifying Party shall be liable solely for nature of, or caused by the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without to the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party and its counsel fullest extent provided 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 therewiththis Section 8.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article 10Section 5, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving 15 days or with longer advance notice to enable the defense of the Third Party Claimclaim) notify each the 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 failure part of the Indemnified Party to provide such notice in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice from any defense or claim available to obligation hereunder unless the Indemnifying Party. (b) Any Indemnifying Party shall be entitled to participate thereby is prejudiced, including prejudiced in the defense of such Third Party Claim at such Claim. (ii) The Indemnifying Party’s expense, and at its option Party will have the right at any time to assume and thereafter conduct cooperate in the defense of the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 10 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will not consent indemnify the Indemnified Party pursuant to the entry provisions of any judgment or enter into any settlement with respect this Section 5 from and against Adverse Consequences, and (B) if either of the Sellers is the Indemnifying Party, then the Escrow Amount is sufficient to defend against the Third Party Claim and fulfill the Seller's indemnification obligations hereunder. (iii) The Buyer shall cause Syntech and the Subsidiaries not to make or accept any settlement of any claim, action, suit or proceeding of the kind referred to in this Section 5(e), nor shall make or permit to be made acquiescence thereto, without the prior written consent of the Indemnified Party Sellers, which consent shall be communicated by the Sellers in writing within 10 business days from the date of receipt of any written proposal and shall not be withheld without reasonable justification. If the Sellers refuse a settlement proposal submitted by the Buyer without any reasonable justification, they shall be bound to indemnify the Buyer for the full amount claimed, it being understood that the Buyer may proceed in any event to a settlement if this is required by the overriding interests of preserving the business interests of SRT, Syntech, or its Subsidiaries (not including the likelihood of establishing a precedential custom of practice adverse to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment continuing business interests of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party), in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that the indemnity will be determined through arbitration pursuant to Section 8(b) hereof. If a firm offer is made to settle any matter giving rise to the Sellers indemnification hereunder which the Sellers, but not the Buyer, are indemnifiable by willing to accept, then the Indemnifying Party hereunder. Notwithstanding Buyer and/or Syntech or the foregoingrelevant Subsidiary (as the case may be) shall be free not to enter into such settlement and to commence or continue litigation at their own expense, and the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in Sellers liability hereunder shall be limited to the defense amount of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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 therewithproposed settlement.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any the other Party party hereto (the “"Indemnifying Party”") under this Article 10Section 9, then the Indemnified Party shall will notify the Indemnifying Party thereof in writing promptly (and in any event within five (5) Business Days 10 days after receiving any written notice of from a third party stating the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known nature and quantifiable) and the basis of any claim made by the claimthird party; provided, provided that no delay on the failure part of the Indemnified Party to provide such notice shall not in notifying the Indemnifying Party will relieve the Indemnifying Party of its obligations hereunderfrom any obligation hereunder unless, except and then solely to the extent that such failure to give notice that, the Indemnifying Party is prejudiced thereby. The Indemnified Party shall prejudice any defense or claim available provide to the Indemnifying Party. (b) Any Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes give rise to a claim for indemnification hereunder and shall give the Indemnifying Party shall be entitled reasonable access to participate all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such Third matter (i) the Indemnifying Party Claim at such Indemnifying Party’s expense, and at its option will have defend the right at any time to assume and thereafter conduct Indemnified Party against the defense of the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however(ii) the Indemnified Party may retain separate counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of such separate co counsel to the extent the Indemnified Party reasonably concludes in good faith that the Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party), that (iii) the Indemnified Party will not consent to the entry of a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably) and (d) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be unreasonably withheld, withheld or delayed or conditioned) unless unreasonably). If the judgment or proposed settlement involves only the payment of money damages and Indemnifying Party does not impose an injunction or other equitable relief upon assume the Indemnified Partydefense of such matter, in which case no consent will be required; provided, further, that the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate, and (a) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the Indemnifying Party, (b) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (iic) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory will not consent to the Indemnified Party). If entry of a judgement or enter into any settlement with respect to the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim matter without the prior written consent of the Indemnifying Party. 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 (not to its books and records as is reasonably requested by the Indemnifying Party in connection therewithbe withheld or delayed unreasonably).

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party ------------------------------- hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise ----------------- to a claim for indemnification against any the other Party party hereto (the “"Indemnifying ------------ Party”") under this Article 10VIII, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of will notify the Third Party Claim) notify each ----- Indemnifying Party thereof promptly, but in writingno event later than ten Business Days, describing after receiving such notice; provided that no delay on the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, that the failure part of the Indemnified Party to provide such notice shall not in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is actually prejudiced thereby. Once the Indemnified Party has given notice of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available matter to the Indemnifying Party. , the Indemnifying Party may defend against the matter in any manner it reasonably may deem appropriate; provided that (a) the Indemnified Party may retain separate counsel at its sole cost and expense to participate in such defense (provided that such participation does not unreasonably interfere with the Indemnifying Party's ability to defend against the matter), and (b) Any the Indemnifying Party shall not be entitled to participate in the defense assume control of such Third defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party Claim at and reasonably acceptable to the Indemnifying Party if (1) such matter relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (2) a material conflict of interest exists between the Indemnifying Party and the Indemnified Party (the parties agreeing that a dispute over legal fees will not constitute such a conflict of interest); or (3) the Indemnifying Party fails to defend such a claim. The Indemnified Party will provide any assistance reasonably requested by the Indemnifying Party’s expense, and 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; provided, however, provided that the Indemnifying Party will reimburse the Indemnified Party for all expenses (including, without limitation, fees and expenses of counsel selected by the Indemnifying Party) as they are accrued in connection with providing such assistance. The Indemnifying Party will not consent to the entry of a judgment or enter into any settlement agreement with respect to such matter without the written consent of the Indemnified Party (which consent will not be unreasonably withheld), unless such judgment or settlement involves only money Damages for which the Indemnifying Party will be liable or otherwise releases the Indemnified Party from all liability with respect to such matter. If the Indemnifying Party does not notify the Indemnified Party within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming all responsibility therefor, the Indemnified Party may defend against, 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 matter in any manner the Indemnified Party (not reasonably deems appropriate without waiving any right to be unreasonably withheld, delayed or conditioned) unless indemnity therefor by the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Indemnifying Party, in which case no consent will be required; provided, further, provided 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 (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 will not consent to the Indemnified Party). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense entry of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) judgment or enter into any settlement with respect to such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim matter without the prior written consent of the Indemnifying Party. The Indemnified Party (which consent 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 therewithnot be withheld unreasonably).

Matters Involving Third Parties. (a) If any third party shall notify any Party entitled to be indemnified pursuant to Section 7.02 (the an “Indemnified Party”) with receives notice of the assertion of any claim in respect to any matter of Adverse Consequences (a “Third Party Claim”) which ), such Indemnified Party shall give the party who may give rise become obligated to a claim for provide indemnification against any other Party hereunder (the “Indemnifying Party”) under this Article 10, then written notice describing such claim or fact in reasonable detail (the Indemnified Party shall “Notice of Claim”) promptly (and in any event within five ten (510) Business Days after receiving any written notice from a third party). The Notice of Claim must, at a minimum, include the amount, if known, or if not known, an estimate of the foreseeable amount of claimed Adverse Consequences, and a description of the basis for that 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, that the . The failure of by the Indemnified Party to timely provide such notice a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderany liability, except to the extent that such the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give provide timely notice shall prejudice any defense or claim available to the Indemnifying Party. hereunder. (b) Any In the event any Indemnifying Party shall be entitled to participate in notifies the Indemnified Party within twenty (20) Business Days after the Indemnifying Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of such Third Party Claim at such Indemnifying its choice, subject to the consent of the Indemnified Party’s expense, which shall not be unreasonably withheld, and at its option will shall have the right at any time to assume conduct and thereafter conduct control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to Claim; (ii) the Indemnified Party; provided, however, Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, ; and (iv) the Indemnifying Party failed or is failing will not consent to use commercially reasonable efforts the entry of any judgment with respect to defend such Third Party Claimthe matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto. (vc) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed In the amount of Losses that are indemnifiable by event the Indemnifying Party hereunder. Notwithstanding the foregoing, does not notify the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in within twenty (20) Business Days after the defense Indemnifying Party receives the Notice of the Third Party Claim (it being understood, however, that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall be liable solely have the right, subject to the provisions of this Article, to undertake the defense, compromise or settlement of such claim for the costs account of the Indemnifying Party. Unless and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If until the Indemnifying Party assumes the defense of any Third Party Claimclaim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys’ fees and its counsel other costs and expenses incurred in connection with the review, investigation and defense of any such claimaction or proceeding. Each Indemnified Party shall agree in writing prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested by reimburse the Indemnifying Party in connection therewith.for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Article 7. 19

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 10VIII, 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 failure part of the Indemnified Party to provide such notice in notifying any Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except from any obligation hereunder unless the Indemnifying Party thereby is prejudiced (and then solely to the extent of such prejudice). Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Adverse Consequence that such failure to give notice shall prejudice any defense has been or claim available to may be sustained by the Indemnifying Indemnified Party. (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 participate in or assume, at any time to assume the Indemnifying Party’s sole cost and thereafter conduct expense, the defense of the Third Party Claim with counsel of its choice reasonably satisfactory if such Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after receipt of the notice of the Third Party Claim that it intends to assume the defense of the Third Party Claim. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.4(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party and the Indemnified Party shall cooperate in good faith in the defense of the Third Party Claim. The Indemnified Party may retain separate co-counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party subject to the Indemnified Indemnifying Party’s right to control the defense thereof; provided, however, in the event that the interests of the Indemnifying Party and the Indemnified Party diverge to the extent that a conflict of interest would exist for counsel of the Indemnifying Party to represent both the Indemnifying Party and the Indemnified Party, Indemnified Party may retain separate co-counsel, participate through such counsel in the defense of the Third Party Claim, and at the expense of the Indemnifying Party. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of the Confidentiality Agreement) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. (c) The Indemnifying 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 Indemnified Party (not to be unreasonably withheld, delayed or conditionedwithheld 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 such judgment or proposed settlement includes the giving by the claimant or the plaintiff of a release of the Indemnified Party, in which case no consent will be required; 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 (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 reasonably satisfactory to the Indemnified Party). Notwithstanding the foregoing, the Indemnifying Party will not have the right from all Adverse Consequences with respect to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory will not consent to the Indemnified Party). If the Indemnifying Party assumes the defense entry of any Third Party Claim, then such assumption shall not prejudice judgment or enter into any settlement with respect to the Indemnifying Party’s right to thereafter contest the Indemnified Party’s right to indemnification for the claims asserted therein. An Indemnified Party shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (d) In the event the Indemnifying Party does not elect to compromise or defend the Third Party Claim or fails to notify the Indemnified Party in writing within fifteen (15) days after receipt of the notice of the Third Party Claim in accordance with Sections 8.4(b) (i) the Indemnified Party 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this Article VIII. (e) Any claim by an Indemnified Party on account of Adverse Consequences which does not result from a Third Party Claim (“Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof (the “Indemnity Notice”). The failure to give the Indemnity Notice promptly shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Adverse Consequence that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have sixty (60) days after its receipt of the Indemnity Notice to respond in writing to such Direct Claim. During such sixty (60)-day period, the Indemnified Party will cooperate with shall allow the Indemnifying Party and its counsel professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the reviewDirect Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, investigation and defense documents or records) as the Indemnifying Party or any of any its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such sixty (60)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall make be free to pursue such remedies as may be available its personnel, to the Indemnified Party on the terms and shall provide such testimony and access subject to its books and records as is reasonably requested the provisions of this Agreement. (f) Amounts payable by the Indemnifying Party to the Indemnified Party in connection therewithrespect of any Adverse Consequences for which any Party is entitled to indemnification hereunder shall be payable by the Indemnifying Party as incurred by the Indemnified Party.

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 10Section 12.1, 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, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Partyin writing as soon as practicable. (b) Any The 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 at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party; provided, however, that Party so long as (i) the Indemnifying Party shall notify the Indemnified Party in writing (within 30 days after its receipt of notice, in accordance with Section 15.7, of the Third Party Claim as provided in Section 12.2 or, if the Indemnifying Party has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 12.1) that the Indemnified Party will be entitled to indemnification under Section 12.1 hereof from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any Third Party Claim) will relieve the Indemnifying Party thereby unless said Indemnifying Party is prejudiced by such failure to give notice. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.3(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, (ii) the Indemnified Party shall 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, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (iv) the Indemnifying Party shall 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 (Party, which consent shall not to be unreasonably withheldwithheld or delayed. Notwithstanding any other provision of this Section 12.3, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose if an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; provided, further, that the Indemnified Party may retain separate co-counsel at withholds its sole cost and expense and participate in the defense of the Third Party Claim (it being understoodconsent to a settlement or elects to defend any claim, however, that where but for such action the Indemnifying Party shall control could have settled such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). Notwithstanding the foregoingclaim, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory required to indemnify the Indemnified Party). If Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any could have settled 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.

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article 10Section 10.1, 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, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Partyin writing as soon as practicable. (b) Any The 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 at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party; provided, however, that Party so long as (i) the Indemnifying Party shall notify the Indemnified Party in writing (within 30 days after its receipt of notice, in accordance with Section 12.5, of the Third Party Claim as provided in Section 10.2 or, if the Indemnifying Party has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 10.1) that the Indemnified Party will be entitled to indemnification under Section 10.1 hereof from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any Third Party Claim) will relieve the Indemnifying Party thereby unless said Indemnifying Party is prejudiced by such failure to give notice. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.3(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, (ii) the Indemnified Party shall 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, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (iv) the Indemnifying Party shall 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 (Party, which consent shall not to be unreasonably withheld, delayed withheld or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; 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 (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). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the Indemnified Party and the Indemnifying Party, (iii) such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any Third Party Claim, 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 shall not settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. 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 therewithdelayed.