Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (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 Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) 9.5.1. If any third party shall notify notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") 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 Section 89 (a “Third Party Claim”), then the Indemnified Party shall will promptly notify each in writing the Indemnifying Party thereof of such Third Party Claim (such notification, a “Claim Notice”) describing in writingreasonable 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, or expected to be 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; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any indemnification obligation hereunder unless (and then solely to the extent) extent that the Indemnifying Party thereby is materially prejudicedprejudiced thereby. Thereafter, the Indemnified Party will promptly deliver to the Indemnifying Party following receipt thereof, copies of all notices, demands and other documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. This Section 9.5 shall not apply to the conduct of any Tax Proceedings, which shall be exclusively governed by Section 8.7. (ii) Any 9.5.2. The Indemnifying Party will have the right to defend control the Indemnified Party against defense of the Third Party Claim with counsel of its choice choice; provided, however, that the Indemnifying Party shall have no right to assume the conduct or control of a Third-Party Claim (i) if the amount of Losses alleged in such Third Party Claim are reasonably satisfactory expected to exceed two times the remaining Escrow Funds that are not then subject to the reasonably expected Losses alleged in other pending indemnification claims made in accordance with this Section 9; (ii) that seeks injunctive relief, equitable remedies or other non-monetary remedies; (iii) that includes criminal charges; or (iv) with respect to which the Indemnifying Party is also a defendant and, under applicable principles of legal ethics, in the judgment of counsel to the Indemnified Party so long as (A) Party, a conflict of interest exists or arises that would prohibit a single counsel from representing both the Indemnifying Party notifies and the Indemnified Party in writing within 15 business days after connection with the defense of such Third Party Claim. Within six (6) months of any election by the Indemnifying Party to assume the conduct or control of a Third Party Claim, such Indemnifying Party shall notify the Indemnified Party has given notice of the whether such Indemnifying Party acknowledges that such Third Party Claim is within the scope of such Indemnifying Party’s indemnification obligations hereunder. In the event that the Indemnifying Party will indemnify fails to acknowledge such indemnification obligations within such six (6) month period, the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources right to defend against elect to takeover and assume the conduct and control of such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and from the Indemnifying Party, and (F) subject to Section 9.5.3 below. If the Indemnified Party fails to provide written notice to the Indemnifying Party conducts in accordance with the terms of this Agreement that it so elects to take over and assume the conduct and control of such Third Party Claim within 15 Business Days following the end of such six (6) month period, then the Indemnified Party will be deemed to have waived such right to elect and the Indemnifying Party shall have the right to control the defense of the such Third Party Claim actively and diligentlyClaim. (iii) So long as 9.5.3. If the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveClaim, (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (but not of record, and shall not communicate with the Person asserting the Third Party Claim or its Representatives), (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), and (Cc) 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 unless (i) written consent of agreement is obtained releasing the Indemnified Party subject to the Third Party Claim from all liability thereunder, (ii) it involves only the payment of money and (iii) the judgment or settlement does not to be unreasonably withheld, conditioned involve any finding or delayed). (iv) In admission of a violation of any Legal Requirement by the event any Indemnified Party. If the Indemnifying Party is not conducting the defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfiedThird Party Claim, however, (A) the Indemnified Party may defend against, and will not consent to the entry of any judgment or enter into any settlement with respect to, the to such Third Party Claim in any manner it reasonably may deem appropriate without the prior written consent of the Indemnifying Party (and the Indemnified Party need such consent not consult withto be unreasonably withheld, conditioned, or obtain delayed). 9.5.4. Each party will, and will cause their respective Affiliates to, reasonably cooperate in the defense or prosecution of any consent fromThird Party Claim and, any Indemnifying Party subject to Section 11.16, 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedactually prejudiced by such delay. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so as long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business not later than fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So As long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii5(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii5(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expensesexpenses and the amount paid in settlement), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8.3(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(iiArticle 8.3(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom precedent or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii7(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Purchaser (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party the Company (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(c)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed)Party, 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 withheld, conditioned or delayed)Party. (iv) In the event any of the conditions in Section 8(d)(ii7(c)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) 15.12.1 If any third Person other than a party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to any matter this Agreement (a "THIRD PARTY CLAIMThird Party") asserts a right or claim which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify each Indemnifying Party thereof in writingthe other parties of the matter; PROVIDED, HOWEVER, provided that no any delay on the part of by the Indemnified Party in notifying any providing notice shall not affect the right of indemnification unless the Indemnifying Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 15.12.2 An Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to may defend the an Indemnified Party against the any Third Party Claim with counsel giving rising to a right of its choice reasonably satisfactory to the Indemnified Party so long as indemnification under this Article provided (Aa) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen days after the Indemnified Party has given notice receipt of the Third Party Claim notice required under this Section that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused as required by the Third Party Claimthis Article, (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against both undertake the Third Party Claim defense and fulfill its indemnification obligations hereunderobligations, (Cc) the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief which might be materially adverse to the Indemnified Party's continuing business, (Dd) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fe) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel for a defense under this Subsection 15.12.2 shall be reasonably satisfactory to the Indemnified Party. (iii) So long as the 15.12.3 At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above15.12.2, (A) the Indemnified Party may retain separate co-counsel at its sole cost and own expense and participate in the defense of defense. If both the Third Indemnifying Party Claim, (B) and the Indemnified Party will not are participating in the defense, neither may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the other's prior written consent consent, which shall not be withheld unreasonably. 15.12.4 If, however, at any time an Indemnifying Party is conducting the defense of the Indemnifying Third Party (Claim but not to be unreasonably withheldin accordance with Section 15.12.2, conditioned or delayed), the Indemnified Party may conduct its own defense and (C) the Indemnifying Party will not may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in any manner it may reasonably determine with the prior written consent of the Indemnified Party (Indemnifying Party, which shall not to be unreasonably withheld, conditioned or delayed). (iv) In in which case the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will shall promptly and at reasonable intervals periodically reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim its defense (including reasonable attorneys' fees and expensesfees), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the . An 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 Party's action under this Section 815.12.4 shall not affect its right of indemnification under this Article.

Matters Involving Third Parties. (i) i. If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) . Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) . So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(i)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the an "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which that may give rise to a claim for indemnification against any other Party (the an "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly promptly, but in no event more than thirty (30) days following such Indemnified Party's receipt of such third party notification, notify each Indemnifying Party in writing of such claim and the amount or the estimated amount thereof in writing; PROVIDEDto the extent feasible (which estimate shall not be conclusive of the final amount of such claim or demand). However, HOWEVER, that no delay on the part of the Indemnified Party in notifying any an Indemnifying Party shall relieve the that Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party is thereby is materially prejudiced, but in no event shall the Indemnifying Party be liable for expenses incurred prior to its receipt of notice. (iib) Any Indemnifying Party will have the right at its option, to defend the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 30 days after the Indemnified Party has given notice of the Third Party Claim (the "Notice Period") that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by is electing to defend the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderhereunder (or that the amount remaining in the Escrow Account is sufficient to meet such indemnification obligations), (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim there is not, in the good faith judgment no conflict of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and interest created by the Indemnifying Party's choice of counsel, and (Fiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including without limitation, reasonable attorney's fees and court costs) incurred by the Indemnifying Party in its defense of the Third Party Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings. If a Third Party Claim includes a request for a temporary restraining order or preliminary injunction requiring immediate response or action, the Indemnified Party shall have the right to respond to such Claim as it deems appropriate, and thereafter, counsel appointed by the Indemnifying Party (if it chooses to defend pursuant to this Section 9.4(b)) and the Indemnified Party shall serve as co-counsel in defending the Third Party Claim. If the Indemnified Party has a counterclaim against the third party bringing the Third Party Claim that arises from the same transaction or occurrence as the subject matter of the Third Party Claim or is otherwise substantially related to the subject matter of the Third Party Claim, and the Indemnified Party desires to assert and pursue that counterclaim as part of the same proceeding (if any) as the proceeding in which the third party pursues the Third Party Claim, the Indemnified Party shall so notify in writing the Indemnifying Party. In that event, the Indemnified Party and the Indemnifying Party shall fully cooperate in good faith to defend the Third Party Claim and pursue that counterclaim in a manner that fairly protects their respective interests. If the Indemnifying Party elects to defend the Third Party Claim and the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any Third Party Claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use all commercially reasonable efforts in the defense of all such claims. (iiic) So long as the Indemnifying Party is conducting the defense of the 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 Party Claim in accordance with Section 8(d)(ii) abovewithout the prior written consent of the Indemnified Party. However, (A) the Indemnified Party may retain separate co-counsel at shall not unreasonably withhold or delay its sole cost consent. Moreover, the Indemnified Party's consent shall not be required if the judgment or settlement does not include any injunctive or other equitable relief that binds the Indemnified Party; the Indemnifying Party is paying 100 percent of any money damages payable to the third party claimant; and expense the third party delivers a full release of the Indemnified Party (including its directors, officers and participate in Affiliates) to the defense of Indemnified Party. (d) If the Indemnifying Party does not timely elect to defend the Third Party Claim, (B) the Indemnified Party may elect to defend the Third Party Claim and the Indemnifying Party shall be responsible for the reasonable costs and expenses pertaining to such defense. In that case, the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldParty. However, conditioned or delayed), and (C) the Indemnifying Party will shall not consent to the entry of any judgment unreasonably withhold or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed)delay that consent. (ive) The Company hereby agrees that any claim for indemnification by the Buyer under this Section 9 shall first be offset against any amount then remaining in the Escrow Account, in accordance with the terms of the Escrow Agreement. (f) In the no event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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, shall any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically be responsible for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8expenses of more than a single counsel.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder notifies the Buyer or the Sellers, as the case may be (the "INDEMNIFIED PARTY") “Indemnified Party”), with respect to any matter (a "THIRD PARTY CLAIM"“Third-Party Claim”) which that may give rise to a claim for indemnification against any other Party the Sellers or the Buyer, as the case may be (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section §8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is actually and materially prejudiced. (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Third-Party Claim in accordance with Section §8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (C) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any the Indemnifying Party does not assume and conduct the defense of the conditions Third-Party Claim in Section accordance with §8(d)(ii) above is or becomes unsatisfiedabove, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), . (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section §8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, and (F) there are no conflicts of interest between the Indemnifying Party and the Indemnified Party. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(e)(ii) above, (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, and (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed)unless such consent contains an unconditional release of the Indemnified Party. (iv) In the event any of the conditions in Section 8(d)(ii8(e)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Professional Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; PROVIDEDand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, HOWEVER, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Professional Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is materially sought is prejudiced. (iib) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified 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 Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), Party; and (Ciii) 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 (not to be unreasonably withheld, conditioned or delayed)Party. (ivd) In the event If any of the conditions specified in Section 8(d)(ii7.4(b) above is or becomes unsatisfiednot satisfied, however, (Ai) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Section 8Professional Business Management Agreement.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 810, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (FD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9(c)(ii) above, (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, (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 (Party, not to be unreasonably withheld, conditioned or delayed)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 (party, not to be unreasonably withheld, conditioned or delayed)withheld unreasonably. (iv) In the event any of the conditions in Section 8(d)(ii9(c)(ii) above is are or becomes become unsatisfied, however, (A) 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 from the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, as called for in the nature of, Section 9.2 or caused by the Third Party Claim, 9.3 above (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with this Section 8(d)(ii) above9, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in this Section 8(d)(ii) 9 above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) up to the amount of any applicable liability limit, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests interest of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(f)(ii) above, (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, (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 (which consent shall not to be unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii8(f)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting fromresulting, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days fifteen (15) after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(h)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii8(h)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 88(h).

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8Article 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with the evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 Prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned or delayedunreasonably), and (Ciii) 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 or delayedunreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii9.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article 9.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 (which consent shall not to be unreasonably withheld, conditioned or delayed), 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 (which consent shall not to be unreasonably withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (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 Acquiror Principal Shareholder (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article X, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii10.3(b) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions condition in Section 8(d)(ii10.3(b) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences 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 Section 8.Article X.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to 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"“Indemnifying Party”) under this Section 86, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business twenty (20) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii6(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at his or its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner he or it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 86.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article VIII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the 41 Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii8.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII. (e) The Indemnified Party shall (and, in the case of Buyer and Communications, shall cause the Vermont Entities to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any Third Party Claim. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to retain, and (in the case of Buyer and Communications) to cause the Vermont Entities to retain, all books and records with respect to Tax matters pertinent to the Vermont Entities relating to any taxable period beginning before the Closing Date until six months after the expiration of the statute of limitations (and, to the extent notified by Buyer, Communications or UBIBV, any extensions thereof) of the respective taxable periods, and to abide by all record retention obligations imposed by law or pursuant to agreements entered into with any Taxing Authority, and (ii) to give 36 42 the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Buyer or Communications or UBIBV, as the case may be, shall allow the other Party to take possession of such books and records.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 PARTYParty") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder notifies either Party (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to 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"“Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 30 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify conduct the Indemnified Party from and against defense of the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, reasonably likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligentlyin good faith. (iii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld), conditioned unless there is a complete release of the Indemnified Party specifically included in any settlement agreement. The Indemnified Party shall provide the Indemnifying Party and its counsel with access to its records and personnel relating to any such claim, assertion, event or delayed). (iv) proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof. In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, howeveror if the Indemnifying Party fails to defend or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential presidential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with With respect to each third-party claim for which any matter Indemnified Party seeks indemnification under this Article VII (a "THIRD PARTY CLAIM"“Third-Party Indemnification Claim”), Purchaser (if the Indemnified Party is a member of Purchaser Indemnified Group) which or innogy SE (if the Indemnified Party is a member of Sellers Indemnified Group) shall give written notice to the Indemnifying Party of the Third-Party Indemnification Claim as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VII; provided that the failure to give, or any delay in promptly giving, such notice shall not relieve or limit the obligations of the Indemnifying Party for any liability it may have to any Indemnified Party except to the extent the rights or defenses of the Indemnifying Party are materially prejudiced thereby. (b) Except for any Third-Party Indemnification Claim for which the Indemnified Party makes a claim for indemnification against any other under the R&W Insurance Policy or, if obtained, a Tax Insurance Policy, as between the Indemnified Party (and the "INDEMNIFYING PARTY") under this Section 8Indemnifying Party, if the remedy sought in the Third-Party Indemnification Claim is solely money damages, or if the Indemnified Party otherwise permits, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDParty, HOWEVERat its sole cost and expense, that no delay on the part of may, upon notice to the Indemnified Party in notifying any Indemnifying within thirty (30) days after receiving notice of the Third-Party shall relieve Indemnification Claim, assume and thereafter conduct the Indemnifying defense of the Third-Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Indemnification Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim Party; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall not have the financial resources right to defend against assume and conduct the Third defense if such Third-Party Indemnification Claim and fulfill its indemnification obligations hereunder, (Ci) the Third Party Claim involves only money damages and does not seek seeks an injunction or other equitable relief, (D) settlement ofrelief against the Indemnified Parties, or an adverse judgment with respect to(ii) relates to a criminal action, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed), and (C) provided that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Indemnification Claim without unless the prior written consent settlement or judgment is solely for money damages and the Indemnifying Party provides evidence satisfactory to the Indemnified Party that (A) the Indemnifying Party has admitted in writing its liability to hold the Indemnified Party harmless from and against any Losses, damages, expenses, and Liabilities arising out of such settlement or judgment or (B) such settlement or judgment includes an unconditional release of the Indemnified Party from all Losses with respect to such Third-Party Indemnification Claim, or (not C) the Indemnified Party expressly consents in writing thereto, which consent may be withheld in the Indemnified Party’s sole discretion. The Indemnifying Party shall keep the Indemnified Party fully informed as to be unreasonably withheld, conditioned or delayed). (iv) In all material developments in connection with the event any Third-Party Indemnification Claim. Unless and until the Indemnifying Party assumes the defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfiedThird-Party Indemnification Claim as provided above, however, (A) the Indemnified Party may defend againstagainst the Third-Party Indemnification Claim in any manner it reasonably may deem appropriate at the sole cost and expense of the Indemnifying Party. With respect to Third-Party Indemnification Claims in which the remedy sought is solely money damages, the Indemnified Party, at its sole cost and expense, shall be entitled to participate in the defense of any Third-Party Indemnification Claim, the defense of which is assumed by the Indemnifying Party with its own counsel. With respect to Third-Party Indemnification Claims in which the remedy sought is not solely money damages, the Indemnified Party, at the sole cost and expense of the Indemnifying Party, shall be entitled to participate in the defense of any Third-Party Indemnification Claim, the defense of which is assumed by the Indemnifying Party with its own counsel. With respect to Third-Party Indemnification Claims in which the remedy sought is not solely money damages, the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to, to the Third Third-Party Indemnification Claim in any manner it reasonably may deem appropriate (and unless the Indemnified Party need not consult withexpressly consents in writing thereto, or obtain any which consent from, any Indemnifying Party may be withheld in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Party’s sole discretion.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to 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"“Indemnifying Party”) under this Section 8Article VII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof of the Third-Party Claim in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is actually and materially prejudicedprejudiced by such delay. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Consequences, subject to the limitations (if any) under this Article VII, the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, ; (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, under this Agreement; (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially be adverse to the continuing business interests or the reputation of the Indemnified Party, ; (E) the named parties to the Third Third-Party Claim do does not include both the Indemnified Party and the Indemnifying Party, and relate to or arise in connection with any Proceeding (other than any non-criminal Tax Proceeding with respect to a Pre-Closing Tax Period that is not a Straddle Period); (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently; (G) the assumption of the defense by the Indemnifying Party is not reasonably likely to cause a Buyer Indemnitee to lose coverage under the R&W Insurance Policy; (H) a Buyer Indemnitee or the insurer is not required to assume the defense of such Third-Party Claim pursuant to the R&W Insurance Policy; or (I) the insurer of the R&W Insurance Policy and the Buyer have not confirmed in writing that the applicable Adverse Consequences will be fully covered other than by the Sellers. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii7.5(b) above, : (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, ; (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), ) and the consent of the insurer under the R&W Insurance Policy; and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld; provided that the Indemnified Party may withhold consent if such consent would require the Indemnified Party to admit fraud, conditioned intentional wrongdoing or delayeda violation of Applicable Law or impose any restriction on the business of the Indemnified Party). (ivd) In the event any of the conditions in Section 8(d)(ii7.5(b) above is or becomes unsatisfied, however, : (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim if it acts reasonably and in any manner it reasonably may deem appropriate good faith upon fifteen (15) days’ prior written notice (if possible) to the Indemnifying Party (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), ; (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expensesexpenses at all levels of Proceedings), ; and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, incurred with respect to, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Article VII. (e) Notwithstanding anything to the contrary in this Section 87.5, the control of the defense of any Third-Party Claim for which a Buyer Indemnitee may seek recovery under the R&W Insurance Policy shall be subject to the provisions of the R&W Insurance Policy.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business twenty (20) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party 38 40 from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, whether through the Indemnity Escrow Agreement or otherwise, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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 Claim, to the fullest extent provided 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)this Section 8, (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) to the fullest extent provided in this Section 8, and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 89, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the that Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 9(d)(ii): (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, (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed)Party. (iv) In the event any of the conditions condition in Section 8(d)(ii9(d)(ii) above is or becomes unsatisfied, however, : (A) 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 the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified ----------- Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may ----------------- give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8(S)8, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party ----------------- in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii(S)8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld unreason ably), 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii(S)8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.44 49

Matters Involving Third Parties. (ia) If any third party shall notify Selling Shareholder or any party entitled to Buyer Party seeks indemnification hereunder (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 Section 86.4, then such Person (the “Indemnified Party”) shall give written notice to the other Person (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 6.4 (a “Third Party Claim”), the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Losses hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is materially prejudicedParty’s ability to successfully defend such claim. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 (which consent shall not to be unreasonably withheld, conditioned or delayed), withheld unreasonably) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event that any of the conditions in Section 8(d)(ii6.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86.4.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the hereunder with respect to such Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations obligation hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, relief and (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences 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 Section 8.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this as provided in Section 811.01, 11.02 or 11.03, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveClaim, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii11.04(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) subject to any limitations set forth in Section 11.02(c) or 11.03, as applicable, the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for any Adverse Consequences suffered by the costs of indemnified Party in defending against the Third Party Claim (including reasonable attorneys' fees and expenses)Claim, and (Ciii) subject to any limitations set forth in Section 11.02(c) or 11.03, as applicable, the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8extent.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to 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"“Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii8.4(b) above, (A) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). (ivd) In the event any of the conditions in Section 8(d)(ii8.4(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Purchaser (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 Company (the "INDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(c)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed)Party, 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 withheld, conditioned or delayed)Party. (iv) In the event any of the conditions in Section 8(d)(ii7(c)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from in accordance with the terms and against the entirety conditions of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claimthis Section 8, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) 8.2.1 If any third party shall notify any party entitled to indemnification hereunder either Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any 8.2.2 An Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) such equitable relief sought by the Third Party Claim involves only money damages and does not seek an injunction or other equitable reliefClaim, (D) settlement ofif any, or an adverse judgment with respect to, the Third Party Claim is would not, if granted, result in the good faith judgment of a material adverse effect on the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party's business, and (Fiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 8.2.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) 8.2.2 above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (iv) 8.2.4 In the event any of the conditions in Section 8(d)(ii) 8.2.2 above is or becomes unsatisfied, however, (Ai) 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 the consent from, any of the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8§9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, or to interfere with the Indemnified Party’s relationship with any customer or supplier, (E) if the named parties to the Third Party Claim do not any such action or proceeding include both the an Indemnified Party and the Indemnifying Party, the Indemnified Party shall not have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party or such affiliate such that joint representation would be inappropriate, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim conditions set forth in accordance with Section 8(d)(ii§9(d)(ii) aboveabove are satisfied, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii§9(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8§9.

Matters Involving Third Parties. (i) i If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall 37 relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) . ii Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice Notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) . iii So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(j)(i) and (ii) above, (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, (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 Consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld 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 Consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party -45- 47 from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 (which consent will not to be unreasonably withheld, conditioned or delayedwithheld 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 (which consent will not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") ----------------- ----------------- which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 86, then the Indemnified ------------------ Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in -------- ------- notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii6(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this and Section 86(b)-6(c).

Matters Involving Third Parties. (ia) If any Seller Party or any Buyer Party seeks indemnification under this Article 6, such Person (the “Indemnified Party”) shall give written notice (a “Claim Notice”) to the other Person (the “Indemnifying Party”). In that regard, if any Loss shall be brought or asserted by any third party shall notify any party entitled which, if adversely determined, may entitle the Indemnified Party to indemnification hereunder (the "INDEMNIFIED PARTY") with respect indemnity pursuant to any matter this Article 6 (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other “Third Party (the "INDEMNIFYING PARTY") under this Section 8Claim”), then the Indemnified Party shall promptly notify each deliver a Claim Notice to the Indemnifying Party thereof of the same. Each Claim Notice shall specify in writingdetail the basis of and amount of the Loss contemplated by such Claim Notice (or, if the amount of such Loss is not liquidated, a Good Faith Damages Estimate of such Loss) and the facts pertaining thereto; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation its obligations hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is Party’s ability to successfully defend such claim or materially prejudicedincreases the amount of Losses with respect to such claim. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Loss (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim (subject to the limitations contained in this Article 6), (ii) in the event that the Losses related to such Third Party Claim (or the Good Faith Damages Estimate thereof) are more than the amount of any remaining Holdback Funds on the date of the Claim Notice for such Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement ofthe Third Party Claim is not a claim asserted directly or on behalf of a Person that is a customer or client of Buyer, or an adverse judgment with respect to(v) the Indemnifying Party actively and diligently conducts the defense of the Third Party Claim, and (vi) if the Third Party Claim relates to Taxes, the Third Party Claim is would not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both and adversely affect the Indemnified Party and the Indemnifying Party, and (F) in respect of any Taxes or any Taxable period for which the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlywould not be liable hereunder. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6.4(a) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 (which consent shall not to be unreasonably withheld, conditioned or delayedwithheld unreasonably) and (iii) except as provided in this Section 6.4(c), and (C) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be withheld unreasonably). Notwithstanding the foregoing, if a firm offer is made to be unreasonably withheldsettle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, conditioned the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such offer within thirty (30) Business Days after its receipt of such notice, the Indemnifying Party may continue to contest or delayed)defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. (ivd) In the event that any of the conditions in Section 8(d)(ii6.4(a) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86.4 (but subject to the limitations contained in this Article 6).

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8ss. 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety (subject to any applicable limitation in this ss. 9) of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderhereunder (which financial resources may include the undisbursed balance of the Escrow Account and any undisbursed additional Purchase Price owed pursuant to ss.2(e)(ii)), (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, Party (E) the named parties to the it being understood that any Third Party Claim do not include both involving a person or entity which is a customer or supplier of the Indemnified Party and Buyer following the Indemnifying PartyClosing, will be deemed to involve the possibility of such a precedential custom or practice), and (FE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(iiss. 9(f)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(iiss. 9(f)(ii) above is or becomes unsatisfied, however, (A) 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), (B) subject to any applicable limitation in this ss. 9 the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible (subject to any applicable limitation in this ss. 9) for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8ss. 9.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 810, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii10(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii10(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 810.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(iiss.8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(iiss.8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8ss.8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party has elected to assume the defense and will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii8(d)(ii)(C) above is or becomes unsatisfied, however, then (A) 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 with the Indemnified Party need not consult with, or obtain any consent from, any of the Indemnifying Party in connection therewith), (not to be unreasonably withheld) and (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder 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 the other Party (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 88.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify defend the Indemnified Party from and against such claim, provided, that, should it later be determined that such matter does not give rise to a claim for indemnification against the entirety of any Adverse Consequences the Indemnified other Party may suffer resulting fromunder Section 8.2, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable may thereafter tender such defense back to the Indemnified other Party that and thereafter have no further obligation to provide the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderdefense of such claim, (Cii) the Third Party Claim involves only money damages and does not seek an injunction include a claim for injunctive or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So After notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, and so long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8.3(b), such Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, provided however, that (i) aboveif there exists or shall exist a conflict or potential conflict of interest that would make it inappropriate, in the opinion of counsel to the Indemnified Party, for the same counsel to represent both the Indemnified Party and such Indemnifying Party or any affiliate or associate thereof, or (Aii) the Indemnified Party has reasonably concluded (based on the advice of counsel) that there may retain separate co-counsel at its sole cost and expense and participate be legal defenses available to if different from or in addition to those available to the defense of the Third Party ClaimIndemnifying Party, (B) the Indemnified Party will not consent shall be entitled to retain its own counsel at the entry expense of such Indemnifying Party; provided, however, that no Indemnifying Party shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all Indemnified Parties. In no event shall any Indemnifying Party be liable in respect of any judgment or enter into amounts paid in settlement of any settlement action with respect to the Third Party Claim without the prior written consent of unless the Indemnifying Party (shall have approved the terms of such settlement; provided, that such consent shall not to be unreasonably withheld, conditioned or delayed), and (C) the . No Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of any Third Party (not to be unreasonably withheldClaim which any Indemnified Party is or could have been a party and indemnification could have been sought hereunder by such Indemnified Party, conditioned or delayed)unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding. (ivd) In the event event, however, any of the conditions condition in Section 8(d)(ii8.3(b) above is or becomes unsatisfied, however, unsatisfied (Ai) 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 the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. . (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential presidential custom or of practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.the (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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 the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.. (e)

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 810, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above10(d)(ii), (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii10(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 810.

Matters Involving Third Parties. (ia) If any third party shall notify Company Party or any party entitled to Buyer Party seeks indemnification hereunder (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 Section 86.4, then such Person (the “Indemnified Party”) shall give written notice to the other Person (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 6.4 (a “Third Party Claim”), the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Adverse Consequences hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is materially prejudicedParty’s ability to successfully defend such claim. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 (which consent shall not to be unreasonably withheld, conditioned or delayed), withheld unreasonably) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event that any of the conditions in Section 8(d)(ii6.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86.4.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 814, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is materially prejudiced. (iiA) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A1) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party Party, without qualification or reservation, from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ; (B2) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (D4) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially Materially adverse to the continuing business interests of the Indemnified Party, ; (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; and (6) the counsel selected at the time of selection and continuously has, in the reasonable judgment of the Indemnified Party, no conflict of interest with respect to each action and its appearance therein. (iiiB) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 14.3 hereof: (A1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (B2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim Claim, without the prior written consent of the Indemnifying Party (Party, not to be unreasonably withheld, conditioned or delayed), and withheld unreasonably; and (C3) 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, not to be unreasonably withheld, conditioned or delayed)withheld unreasonably. (ivC) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied14.3 hereof are not satisfied at any time, however, : (A1) 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 party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (B2) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and ; and (C3) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 814.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder or adjustment under this Section 7 (the "INDEMNIFIED PARTY") with respect to of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification or adjustment against any other Party (the "INDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting together with a statement of any available information regarding such claim, within 20 days after learning of such claim (or such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim); PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will will, subject to the limitations (including deductibles, caps and other provisions) set forth in this Section 7, indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides if Xxxxx Enterprises is the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderParty, (C) the Third Party Claim involves only money damages and and/or does not seek an injunction or other equitable reliefrelief that Xxxxx Enterprises reasonably believes will substantially impair its business, assets or operations, taken as a whole, (DC) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the reasonable good faith judgment of the Indemnified PartyXxxxx Enterprises, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified PartyXxxxx Enterprises, taken as a whole, (ED) the named parties to the Third Party Claim do does not include both involve any suit, action, claim, proceeding or investigation by any material customer of Xxxxx Enterprises taken as a whole with respect to business conducted by the Indemnified Party Turecamo Entities prior to the Closing as to which Xxxxx Enterprises has reasonably determined that it is necessary for Xxxxx Enterprises to conduct such defense in order not to materially impair the relationship of Xxxxx Enterprises and the Indemnifying Party, its Subsidiaries with such material customer and (FE) the Indemnifying Party conducts the defense of the Third Party Claim actively in a reasonably active and diligentlydiligent fashion. (iii) So long as the Indemnifying Party Regardless of which party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(e)(ii) above, (A) the Indemnified other Party may retain separate co-counsel of its own choosing at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (including the right to consult with (but not to instruct) counsel to the defending party regarding the defense, to be provided access to all appropriate records and materials relating to such defense and to be provided prompt notice of all material developments in connection with such defense), (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) if such judgment, conditioned settlement or delayedcompromise would lead to liability (civil or criminal) or create any other financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or if the effect of such judgment, settlement or compromise would be to permit any injunctive relief against the Indemnified Party. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party desires to accept, the Indemnifying Party will give at least five (5) days' prior written notice to the Indemnified Party to that effect, setting forth in reasonable detail the terms and conditions of any such settlement (the "SETTLEMENT NOTICE"). If the Indemnified Party objects to such offer within ten (10) calendar days after its receipt of such Settlement Notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer described in the Settlement Notice. (iv) In the event any of the conditions in Section 8(d)(ii7(e)(ii) above is or becomes unsatisfied, however, (A) subject to Section 7(e)(iii), the Indemnified Party may defend againstagainst the Third Party Claim in any manner it reasonably may deem appropriate provided that if the Indemnified Party undertakes to defend against such Third Party Claim, it shall do so in a reasonably active and diligent manner, and may consent to the entry of any judgment or enter into any settlement or compromise with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and with the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(not to be withheld unreasonably), (B) subject to the Indemnifying Parties will reimburse monetary limitations in this Section 7, the Indemnified Party defending party may be reimbursed out of the Cash Escrow Account promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) in accordance with the Cash Escrow Agreement, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in (and subject to the limitations set forth in) this Section 87. With respect to each Third Party Claim for which the Turecamo Stockholders are the Indemnifying Parties, the Cash Escrow Account may be used for the reimbursement of the fees and expenses of only one counsel for all of the Turecamo Stockholders. (v) Any judgment entered or settlement or compromise agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall be conclusively deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder, subject to the Indemnifying Party's right to appeal an appealable judgment or order and subject to the limitations in this Section 7. To the extent that the consent or approval of either the Indemnifying Party or the Indemnified Party is required in this Section 7(e), any such consent or approval shall not be unreasonably withheld and will be deemed given in the absence of a written response within twenty (20) days of any written request therefor.

Matters Involving Third Parties. (i1) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which that may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under Section 4(m), 4(n), 5(e), 9(n) or this Section 87, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is materially prejudiced. (ii2) Any The Indemnifying Party will have the right to defend the Indemnified Party against the any Third Party Claim and administer all aspects of such defense with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the such Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the by, such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii3) So long as the Indemnifying Party is conducting the defense of the any Third Party Claim in accordance with Section 8(d)(ii) above7(d)(2), (A) i), unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not to be unreasonably withheld, conditioned or delayedwithheld unreasonably); and (iii), and (C) unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnified Party (which consent will not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (iv4) In the event that any of the conditions in Section 8(d)(ii7(d)(2) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend againstagainst any Third Party Claim in any manner it reasonably may deem appropriate; provided, and however, that the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to, the or agreement to settle such Third Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(which consent shall not be unreasonably withheld), ; (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the such Third Party Claim (including reasonable attorneys' fees and expenses), ; and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences that the Indemnified Party may suffer actually suffers resulting from, arising out of, relating to, in the nature of, or caused by the by, such Third Party Claim to the fullest extent provided in this Section 87. (5) To the extent of any payment by the Indemnifying Party of any amount in accordance with the provisions of this Section 7, the Indemnifying Party shall be subrogated to all rights which the Indemnified Party shall have against third parties for the matter indemnified against, upon the full satisfaction by the Indemnifying Party of its indemnity and payment obligations with respect to such matter. (6) The provision and procedures of this Section 7(d) (other than the notice requirement in Section 7(d)(1)) shall apply to any Third Party Claim existing on the Closing Date and relating to Liabilities for litigation, workers' compensation, or general or automobile liability, and Oxy hereby assumes, effective as of the Closing, all, and shall have sole, responsibility for the payment, administration and defense of, such Third Party Claims.

Matters Involving Third Parties. (i) Section 9.4.1 If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird-Party Claim") which that may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8§9.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (ii) Section 9.4.2 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably (reasonably] satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business I 5 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iii) Section 9.4.3 So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii) §9.4.2 above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), ] and (C) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). (iv) Section 9.4.4 In the event any of the conditions in Section 8(d)(ii) §9.4.2 above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneysreasonable]attorneys' fees and expenses), and (C) the Indemnifying Parties will shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 8Article IX.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to Practice or Retail Business Manager receives notice or acquires knowledge of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Retail Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingRetail Business Manager; PROVIDEDand ii) if such notice or knowledge is received or acquired by Retail Business Manager, HOWEVER, the Retail Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Retail Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is materially sought is prejudiced. (iib) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified 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 Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), Party- and (Ciii) 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 (not to be unreasonably withheld, conditioned or delayed)Party. (ivd) In the event If any of the conditions specified in Section 8(d)(ii7.4(b) above is or becomes unsatisfiednot satisfied, however, (Ai) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Section 8Agreement.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Table of Contents Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-co counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) 13.4.1 If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article XIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVERprovided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) 13.4.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Aa) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bb) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Cc) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Dd) in the good faith judgment of the Indemnified Party, the Indemnifying Party's defense of the Third Party claim does not involve a material conflict of interest between the Indemnifying Party and the Indemnified Party, and also that settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, not likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fe) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 13.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) 13.4.2 above, (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Cc) 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, conditioned or delayedwithheld unreasonably). (iv) . In the event any of the conditions in Section 8(d)(ii) 13.4.2 above is or becomes unsatisfied, however, (Aa) 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), (Bb) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Cc) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XIII.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this as provided in Section 811.01, 11.02 or 11.03, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveClaim, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii11.04(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) subject to any limitations set forth in Section 11.03, the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for any Adverse Consequences suffered by the costs of indemnified Party in defending against the Third Party Claim (including reasonable attorneys' fees and expenses)Claim, and (Ciii) subject to any limitations set forth in Section 11.03, as applicable, the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8extent.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (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 Acquiror Sole Shareholder (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii12.3(b) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions condition in Section 8(d)(ii12.3(b) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences 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 Section 8Article XI.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (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 Acquiror Principal Shareholder (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to Practice or Retail Business Manager receives notice or acquires knowledge of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Retail Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingRetail Business Manager; PROVIDEDand (ii) if such notice or knowledge is received or acquired by Retail Business Manager, HOWEVER, the Retail Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Retail Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is materially sought is prejudiced. (iib) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified 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 Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), Party; and (Ciii) 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 (not to be unreasonably withheld, conditioned or delayed)Party. (ivd) In the event If any of the conditions specified in Section 8(d)(ii7.4(b) above is or becomes unsatisfiednot satisfied, however, ; (Ai) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Section 8Agreement.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Sec.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying indemnifying Party will have the right to defend the Indemnified Party against the Third Party Part Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing of business interests of the Indemnified Party, (E) the named parties likely to establish a precedential custom or practice materially adverse to the Third Party Claim do not include both continuing of business interests of the Indemnified Party and the Indemnifying Party, and (FE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(iiSec.8(d)(ii) above, (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, ; (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(iiSec.8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Sec.8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (iv) . In the event any of the conditions in Section 8(d)(ii7.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense defence of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense defence of the Third Party Claim in accordance with Section 8(d)(ii8(e)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense defence of the Third Party Claim, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably).. 44 -44- (iv) In the event any of the conditions in Section 8(d)(ii8(e)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section §8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section §8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section §8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section §8.

Matters Involving Third Parties. (ia) If any third party shall notify (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not elect to assume control of or otherwise participate in the defense or settlement of any Third Party Claim, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.will

Matters Involving Third Parties. (i) If any third party shall notify Seller or any party entitled to indemnification hereunder Buyer Indemnitees (in such capacity, 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 (in such capacity, the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that subject to the limitations of this Section 8, the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Indemnified Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice precedent materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced by such delay on the part of the Indemnifying Party. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business ten days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(c)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed)Party, 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 withheld, conditioned or delayed)Party. (iv) In the event any of the conditions in Section 8(d)(ii8(c)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder 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 Section 89, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party -44- Claim in accordance with Section 8(d)(ii9.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 (which consent shall not to unreasonably be unreasonably withheld, conditioned or delayed), and (Ciii) 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 unless written consent of agreement is obtained releasing the Indemnified Party (not to be unreasonably withheld, conditioned or delayed)from all liability thereunder. (ivd) In the event any of the conditions in Section 8(d)(ii9.5(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, notwithstanding Section 9.3), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld unreasonably). In the event the Indemnifying Party unreasonably withheldwithholds consent or delays consent, conditioned the Indemnified Party may consent to the entry of any judgment or delayed)enter into any settlement with respect to the Third Party Claim, and the Indemnifying Party shall have no power or authority to object under the Escrow Agreement or any other provision of this Section 7 to the amount paid in such settlement or pursuant to such judgment. (iv) In the event any of the conditions in Section 8(d)(ii7(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 811, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii11(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii11(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 811.

Matters Involving Third Parties. (iA) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8Article VII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that ----------------- no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iiB) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiiC) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (ivD) In the event any of the conditions in Section 8(d)(ii7.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VII.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Professional Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; PROVIDEDand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, HOWEVER, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Professional Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is materially sought is prejudiced. (iib) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.sole

Matters Involving Third Parties. (i) 8.5.1 If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) 8.5.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 8.5.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) 8.5.2 above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 39 PAGE consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (iv) 8.5.4 In the event any of the conditions in Section 8(d)(ii) 8.5.2 above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) 10.5.1 If any third party shall notify notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") 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 Section 810 (a “Third Party Claim”), then the Indemnified Party shall will promptly notify each in writing the Indemnifying Party thereof of such Third Party Claim describing in writingreasonable 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, or expected to be 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; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any indemnification obligation hereunder unless (and then solely to the extent) extent that the Indemnifying Party thereby is materially prejudicedprejudiced thereby. Thereafter, the Indemnified Party will promptly deliver to the Indemnifying Party following receipt thereof, copies of all notices, demands and other documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. This Section 10.5 shall not apply to the conduct of any Tax Proceedings, which shall be exclusively governed by Section 9.7. (ii) Any 10.5.2 The Indemnifying Party will have the right to defend control the Indemnified Party against defense of the Third Party Claim with counsel of its choice choice; provided, however, that the Indemnifying Party shall have no right to assume the conduct or control of a Third Party Claim (i) if the amount of Losses alleged in such Third Party Claim are reasonably satisfactory expected to exceed two times the remaining Escrow Funds that are not then subject to the reasonably expected Losses alleged in other pending indemnification claims made in accordance with this Section 10 (unless the Indemnifying Party would be liable for amounts exceeding the remaining Escrow Funds if such Third Party Claim were indemnifiable); (ii) that seeks injunctive relief, equitable remedies or other non-monetary remedies; (iii) that includes criminal charges; or (iv) with respect to which the Indemnifying Party is also a defendant and, under applicable principles of legal ethics, in the judgment of counsel to the Indemnified Party so long as (A) Party, a conflict of interest exists or arises that would prohibit a single counsel from representing both the Indemnifying Party notifies and the Indemnified Party in writing within 15 business days after connection with the defense of such Third Party Claim. Within six (6) months of any election by the Indemnifying Party to assume the conduct or control of a Third Party Claim, such Indemnifying Party shall notify the Indemnified Party has given notice of the whether such Indemnifying Party acknowledges that such Third Party Claim is within the scope of such Indemnifying Party’s indemnification obligations hereunder subject to the limitations and qualifications contained herein. In the event that the Indemnifying Party will indemnify fails to acknowledge such indemnification obligations within such six (6) month period, the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources right to defend against elect to takeover and assume the conduct and control of such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and from the Indemnifying Party, and (F) subject to Section 10.5.3 below. If the Indemnified Party fails to provide written notice to the Indemnifying Party conducts in accordance with the terms of this Agreement that it so elects to take over and assume the conduct and control of such Third Party Claim within fifteen (15) Business Days following the end of such six (6) month period, then the Indemnified Party will be deemed to have waived such right to elect and the Indemnifying Party shall have the right to control the defense of the such Third Party Claim actively and diligentlyClaim. (iii) So long as 10.5.3 If the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveClaim, (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (but not of record, and shall not communicate with the Person asserting the Third Party Claim or its Representatives), (Bb) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned conditioned, or delayed), and (Cc) 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 unless (i) written consent of agreement is obtained releasing the Indemnified Party subject to the Third Party Claim from all liability thereunder, (ii) it involves only the payment of money and (iii) the judgment or settlement does not to be unreasonably withheld, conditioned involve any finding or delayed). (iv) In admission of a violation of any Legal Requirement by the event any Indemnified Party. If the Indemnifying Party is not conducting the defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfiedThird Party Claim, however, (A) the Indemnified Party may defend against, and will not consent to the entry of any judgment or enter into any settlement with respect to, the to such Third Party Claim in any manner it reasonably may deem appropriate without the prior written consent of the Indemnifying Party (and the Indemnified Party need such consent not consult withto be unreasonably withheld, conditioned, or obtain delayed). 10.5.4 Each party will, and will cause their respective Affiliates to, reasonably cooperate in the defense or prosecution of any consent fromThird Party Claim and, any Indemnifying Party subject to Section 11.16, 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify Company Party or any party entitled to Buyer Party seeks indemnification hereunder under this Section 9.4, such Person (the "INDEMNIFIED PARTYIndemnified Party") with respect shall give written notice to the other Person (the "Indemnifying Party"). In that regard, if any matter Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 9.4 (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; PROVIDEDprovided, HOWEVERhowever, that except as otherwise provided in this Article 9, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Adverse Consequences hereunder unless (and then solely to the extent) delay in notice has a Material Adverse Effect on the Indemnifying Party thereby is materially prejudicedParty's ability to successfully defend such claim. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences (without any limitations other than the limitations in Section 9.2(b)(iv)) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 (which consent shall not to be unreasonably withheld, conditioned or delayed), withheld unreasonably) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event that any of the conditions in Section 8(d)(ii9.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.4.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder notifies either IMRglobal or the Orion Shareholders (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any the other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article VIII, then the Indemnified Indemnifying Party shall promptly (and in any event within 10 business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderunder this Agreement, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests interest of the Indemnified Party, Party (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; and (vi) no conflict of interest develops between the Indemnifying Party and the Indemnified Party. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above8.4(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), and (Cii) 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, conditioned or delayedwithheld unreasonably).; (ivd) In the event any of the conditions in Section 8(d)(ii8.4(b) above is or becomes unsatisfiedfail to be complied with, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, 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 the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8ss.7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(iiss.7(d)(ii) above, (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, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(iiss.7(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8ss.7.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 814, then the Indemnified Indemni- fied Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is materially prejudiced. (iiA) Any any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (A1) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party Party, without qualification or reservation, from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (B2) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, ; (D4) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, ; (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F5) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; and (6) the counsel selected at the time of selection and continuously has, in the reasonable judgment of the Indemnified Party, no conflict of interest with respect to each action and its appearance therein. In addition to the foregoing, in the event that the Indemnified Party is the Purchaser, as a condition to undertaking the defense of the indemnified claim, the Seller must provide to the Purchaser the unconditional agreement by Calton agreeing to be primarixx xxxble and responsible to the Purchaser without defense or claim as to the Indemnified Claim. (iiiB) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 14.3 hereof: (A1) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (B2) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim claim without the prior written consent of the Indemnifying Party (Party, not to be unreasonably withheld, conditioned or delayed), and withheld unreasonably; and (C3) 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, not to be unreasonably withheld, conditioned or delayed)withheld unreasonably. (ivC) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied14.3 hereof are not satisfied at any time, however, : (A1) 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 party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (B2) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and ; (C3) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 814.; and (4) the remaining restrictions set forth at Section (ii) shall no longer be applicable.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder 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 Section 89, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 (which consent shall not to unreasonably be unreasonably withheld, conditioned or delayed), and (Ciii) 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 unless written consent of agreement is obtained releasing the Indemnified Party (not to be unreasonably withheld, conditioned or delayed)from all liability thereunder. (ivd) In the event any of the conditions in Section 8(d)(ii9.5(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, notwithstanding Section 9.3), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (i) i. If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) . Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days fifteen (15) after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) . So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(i)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify Selling Shareholder or any party entitled to Buyer Party seeks indemnification hereunder (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 Section 86.4, then such Person (the “Indemnified Party”) shall give written notice to the other Person (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 6.4 (a “Third Party Claim”), the Indemnified Party shall promptly notify each the Indemnifying Party thereof of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation Liability or Losses hereunder unless (and then solely to the extent) delay in notice has a material adverse effect on the Indemnifying Party thereby is materially prejudicedParty’s ability to successfully defend such claim. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses (without any limitations) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) 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 (which consent shall not to be unreasonably withheld, conditioned or delayed), withheld unreasonably) and (Ciii) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event that any of the conditions in Section 8(d)(ii6.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties Party 37 will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86.4.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (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 Acquiror Principal Shareholder (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii11.3(b) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions condition in Section 8(d)(ii11.3(b) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences 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 Section 8Article XI.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (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 Section 8Article 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced by such delay. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, Party (E) the named parties to the it being understood that any Third Party Claim do not include both involving a person or entity which is a customer or supplier of the Indemnified Party and Buyer following the Indemnifying PartyClosing, will be deemed to involve the possibility of such a precedential custom or practice), and (FE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6.5(b) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii6.5(b) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article 6.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder notifies either Party (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to 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"“Indemnifying Party”) under this Section 89, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii7(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii9(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party to the extent provided in this Section 8 from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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 36 37 therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Professional Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; PROVIDEDand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, HOWEVER, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Professional Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is materially sought is prejudiced. (iib) Any Party from whom such indemnification (the "Indemnifying Party will Party") is sought shall have the right to defend the Party seeking such indemnification (the "Indemnified Party Party") against such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified 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 Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), Party; and (Ciii) 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 (not to be unreasonably withheld, conditioned or delayed)Party. (ivd) In the event If any of the conditions specified in Section 8(d)(ii7.4(b) above is or becomes unsatisfiednot satisfied, however, ; (Ai) 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 advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Section 8Professional Business Management Agreement.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder notifies IMR or the Fusion Shareholders (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any Fusion or the Fusion Shareholders on the one hand, or IMR on the other Party hand (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article VI, then the Indemnified Party shall promptly (and in any event within ten business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaim (or will defend under a reservation of rights), (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderunder this Agreement, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests interest of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above6.4(b), (Avi) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bvii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Cviii) 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, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii6.4(b) above is or becomes unsatisfiedfail to be complied with, however, (Aix) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, 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 from the Indemnifying Party in connection therewithParty), (Bx) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and an expenses), and (Cxi) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VI.

Matters Involving Third Parties. (i) If any third party shall will notify any party entitled to indemnification hereunder 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 Section 8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature ofor, or caused by the Third Party Claim, subject to the limitations set forth in Sections 7.1 and 7.2, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (Ciii) 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, conditioned or delayedwithheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.4(b) above is or becomes unsatisfied, however, (Ai) 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), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87 and subject to the limitations set forth in Sections 7.1 and 7.2.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 86, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, not likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6(d)(ii) above, (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, (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 (which consent shall not to be unreasonably withheld, conditioned or delayed), withheld unreasonably) and (C) the Indemnifying Party will not consent to the entry of or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii6(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 86. (v) The Sellers shall not settle any Third Party Claim with respect to Taxes without the consent of the Purchasers (which consent shall not unreasonably be withheld) if such settlement would have an adverse effect on the Purchasers', or any of the Companies', or any of their Subsidiaries' liability for Taxes in any tax period or partial tax period beginning on or after the Closing Date.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to 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"“Indemnifying Party”) under this Section §8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 30 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section §8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). (iv) In the event any of the conditions in Section §8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this Section §8, provided, however, that in no event shall the Indemnifying Party be responsible for the fees of more than one counsel at any time.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 811, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, Party and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii11(d)(ii) above, (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, (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 unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayedwithheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii11(d)(ii) above is or becomes unsatisfied, however, (A) 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), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 811.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder 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 Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudicedprejudiced by such delay. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and or otherwise does not seek an injunction or other equitable reliefrelief that could reasonably be expected to have an adverse effect on the continuing business interests of the Indemnified Party, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially that could reasonably be expected to have an adverse to effect on the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above7.04(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, Claim and (Bii) neither the Indemnifying Party nor 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 other Party (which consent shall not to unreasonably be unreasonably withheld, conditioned or delayed), 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 withheld, conditioned or delayed). (ivd) In the event any of the conditions in Section 8(d)(ii7.04(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and may 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 in advance with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), ) and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder 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 Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially actually prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim of its intention to contest the Third Party Claim (it being understood that the Indemnifying Party will may reserve its rights as to whether or not it in fact is liable to indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimParty), (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderhereunder (including the payment in cash of all fees and costs associated with such defense), (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(c)(ii) above, (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, (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 unreasonably withheld, conditioned or delayedwithheld 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), conditioned unless the following shall apply (in which case the Indemnifying Party may settle and compromise such Third Party Claim without the prior written consent of the Indemnified Party): (x) there is no finding or delayedadmission of any violation of Law or any violation of the rights of any person and no affect on any other claims that may be made against the Indemnified Party; and (y) the sole relief provided is monetary damages that are paid in full in cash by the Indemnifying Party. If the Indemnified Party fails to consent to any settlement or compromise offer, the Indemnifying Party may continue to contest such Third Party Claim and, in such event, (subject always to Section 8(b)(i)) the maximum liability of the Indemnifying Party for such Third Party Claim shall not exceed such settlement or compromise offer. (iv) In the event any of the conditions in Section 8(d)(ii8(c)(ii) above is or becomes unsatisfied, however, (A) 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 the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party (with cash) promptly and periodically for the its reasonable costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.