Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party",) under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section SECTION 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 712, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptly; providedin writing. Provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged prejudiced. 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 result of such failure. In (i) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend indemnify the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to from any adverse consequences the Indemnified PartyParty may suffer resulting from or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party may retain separate co-counsel at its sole cost and expense (except with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will be responsible for have the fees financial resources to defend against the Third Party Claim and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)fulfill its indemnification obligations hereunder, and (iii) the Indemnified Indemnifying Party will conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the prior written consent of the Indemnified Party (Party, which consent shall not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the in writing each Indemnifying Party thereof promptly, which notice shall describe the matter in reasonable detail, including relevant evidence and estimated loss; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of and materially prejudiced from adequately defending such failureclaim. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement or compromise which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies in writing the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to of any matter which (including any Proceeding by or in respect of such third party) (a “Third-Party Claim”) that may give rise to a claim for indemnifica tion indemnification against any other Party (the "“Indemnifying Party"”) under this Section 7Article 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlythereof; provided, however, that no delay on the part failure of the Indemnified Party in notifying to give such prompt notice shall not relieve the Indemnifying Party of its obligations under this Article 8 except to the extent (if any) that the Indemnifying Party shall relieve the have been actually materially prejudiced thereby. Any Indemnifying Party from any liability or obligation hereunder unless (shall have the right to assume and then solely to thereafter conduct the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice defense of the matter that the Indemnifying Third-Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter Claim at its own expense and with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter any Third-Party Claim without the written prior consent of the Indemnifying Indemnified Party unless the judgment or proposed settlement: (not to a) involves only the payment of money damages (all of which will be withheld unreasonably), and (iv) paid by the Indemnifying Party will Party); (b) does not consent to impose an injunction or other equitable relief upon the entry of any judgment with respect to the matter, or enter into any settlement which Indemnified Party; (c) does not include the admittance of any fault; (d) involves a dismissal of the underlying claim without prejudice (if applicable); (e) includes a full release by the plaintiff or claimant of all Indemnified Parties from any Liability; and (f) includes a provision whereby the plaintiff or claimant in the matter releases is prohibited from disclosing publicly any information regarding the Third-Party Claim or such relief without the Indemnified Party’s prior consent. Notwithstanding the foregoing, the Indemnifying Party from all Liability with respect theretoshall not be entitled to assume the defense of, without defend, compromise or settle any such Third-Party Claim in the written consent name of the Indemnified Party if: (i) the Indemnifying Party fails to defend or fails to prosecute the defense within a reasonable time period (not to be withheld unreasonably). In exceed thirty (30) days from the event date the Indemnified Party provides notice of such Third-Party Claim) or withdraws from such defense; (ii) the Indemnified Party shall have determined in good faith that an actual or potential conflict of interest makes representation of the Indemnifying Party does not notify the and Indemnified Party within 15 days after by the same counsel or the counsel selected by the Indemnifying Party inappropriate; or (iii) the Third-Party Claim is a criminal Proceeding. If the Indemnified Party has given notice assumed the defense of the matter that the Indemnifying Third-Party is assuming the defense thereofClaim, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, shall not consent to the entry of any judgment or enter into any settlement with respect toto such Third-Party Claim without the prior consent of the Indemnifying Party (such consent not to be unreasonably withheld). The Indemnified Party and its counsel may participate in the defense of a Third-Party Claim even if the Indemnifying Party chooses to assume and conduct the defense of such Third-Party Claim, but in such case the matter in any manner it reasonably may deem appropriateexpenses of the Indemnified Party’s additional counsel shall be paid by the Indemnified Party.

Matters Involving Third Parties. If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a right to claim for indemnifica tion indemnification against any other Party party (the "Indemnifying Party") under this Section 7SECTION 8.2 or SECTION 8.3, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof promptlyin writing (the "Claim Notice"); provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of adversely affected in its ability to defend against such failureClaim or is otherwise prejudiced thereby. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the The Indemnifying Party will defend have the Indemnified right to assume and thereafter conduct the defense of the Third Party against the matter Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as (i) the Indemnifying Party notifies the Indemnified Party in writing (within twenty (20) days after the Indemnified Party has given the Claim Notice) that the Indemnifying Party will fulfill its indemnification obligations hereunder and 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, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with this SECTION 8.4, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to the Third Party Claim without the prior written consent of the Indemnified Party (Party, except in the cases involving only money damages which are not likely to be withheld unreasonably)establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party. In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice any of the matter that the Indemnifying Party conditions in this SECTION 8.4 is assuming the defense thereofor becomes unsatisfied, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the matter Third Party Claim only with consent from the Indemnifying Party (not to be unreasonably withheld), (ii) the Indemnifying 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 if the Indemnified Party delivers an undertaking to repay if not ultimately entitled to indemnification), and (iii) the Indemnifying Parties will remain responsible, subject to the terms and limitations set forth in this ARTICLE VIII, for any manner it reasonably Adverse Consequences the Indemnified Party may deem appropriatesuffer 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 Agreement.

Matters Involving Third Parties. If any Governmental Entity ------------------------------- or other third party shall notify any an Indemnified Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 7Agreement, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the -------- ------- part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureactually prejudiced. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent if the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interestinterest with the Indemnified Party), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability Loss with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, howeveror does not timely thereafter assume such defense, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateconsistent with the terms of this Section at the expense of the Indemnifying Party.

Matters Involving Third Parties. 15.12.1 If any third Person other than a party shall notify any Party to this Agreement (the a "Indemnified Third Party") with respect to any matter asserts a right or claim which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party") indemnification under this Section 7Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify the Indemnifying Party thereof promptlyother parties of the matter; provided, however, provided that no any delay on the part of by the Indemnified Party in notifying providing notice shall not affect the right of indemnification unless the Indemnifying Party shall relieve Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 15.12.2 An Indemnifying Party from may defend an Indemnified Party against any liability or obligation hereunder unless Third Party Claim giving rising to a right of indemnification under this Article provided (and then solely to the extenta) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen days after the Indemnified Party has given notice receipt of the matter notice required under this Section that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party as required by this Article, (ib) the Indemnifying Party will defend provides the Indemnified Party against with reasonable evidence that the matter Indemnifying Party will have the financial resources to both undertake the defense and fulfill its indemnification obligations, (c) the Third Party Claim involves only money damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (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 Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel of its choice for a defense under this Subsection 15.12.2 shall be reasonably satisfactory to the Indemnified Party. 15.12.3 At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 15.12.2, (ii) the Indemnified Party may retain separate co-counsel at its sole cost own expense and expense (except that participate in the defense. If both the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that are participating in the counsel the Indemnifying Party has selected has a conflict of interest)defense, (iii) the Indemnified Party will not neither may consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the other's prior written consent of the Indemnifying Party (consent, which shall not to be withheld unreasonably). 15.12.4 If, and (iv) the however, at any time an Indemnifying Party will is conducting the defense of the Third Party Claim but not in accordance with Section 15.12.2, the Indemnified Party may conduct its own defense and may consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, to the matter Third Party Claim in any manner it may reasonably may deem appropriate.determine with the consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 15.12.4 shall not affect its right of indemnification under this Article. ARTICLE 16

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 73, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If If, within the applicable survival period, any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Indemni fied Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureprejudiced. In the event any Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") of a claim with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of promptly (and in any event within 10 business days after receiving any written notice from a third party). The Indemnifying Party's liability hereunder to the Indemnified Party in notifying shall be reduced to the extent the Indemnifying Party shall relieve is materially adversely prejudiced by the Indemnifying Party from any liability or obligation hereunder unless (and then solely Indemnified Party's failure to the extent) the Indemnifying Party thereby is damaged as a result of such failureprovide timely notice hereunder. In the event any Indemnifying Party notifies the Indemnified Party within 15 10 business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i1) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii2) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii3) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (which shall not to be withheld unreasonablyunreasonably withheld), and (iv4) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (which shall not to be withheld unreasonablyunreasonably withheld). In the event the Indemnifying Party does not notify the Indemnified Party within 15 10 business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, against the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, . however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its their choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its their sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim for indemnifica tion indemnification against any other Party (the "“Indemnifying Party"”) under this Section 76, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is damaged as a result of prejudiced. The Indemnifying Party shall not have the right to conduct the defense or compromise and settle any such failure. In the event Third-Party Claim; however, any Indemnifying Party notifies shall be entitled to participate in the defense of such Third-Party Claim at such Indemnifying Party’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party within 15 days after to be the lead counsel in connection with such defense; provided that, prior to the Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party has given notice of the matter in writing that the such Indemnifying Party is assuming the defense thereof, shall be fully responsible (iwith no reservation of any rights) the for all Liabilities relating to such claim for indemnification and that such Indemnifying Party will defend shall provide full indemnification to the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not such action, lawsuit, proceeding, investigation or other claim giving rise to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively for indemnification hereunder; and in good faithprovided further, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.that:

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 7SECTION 8, then the Indemnified Party shall notify the in writing each Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of and prejudiced from adequately defending such failureclaim. In the event any Indemnifying Party notifies the Indemnified Party within 15 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies in writing the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, against or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (A) the amount of the settlement offer or (B) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)expense, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, thereof and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party party hereto (the "Indemnifying Party") under this Section 7Article VII, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged prejudiced as a result of such failuredelay. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes has been advised by counsel that (i) the counsel the Indemnifying Party has selected has a conflict of interestinterest or (ii) there may be one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice it) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, in which case the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Party notifies either party (the "“Indemnified Party"”) with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party party (the "“Indemnifying Party"”) under this Section 7Article IX, then the Indemnified Party shall notify the Indemnifying Party thereof promptlypromptly in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureby the delay. In the event any the Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereofits defense, (ia) the Indemnifying Party will shall defend the Indemnified Party against the matter with counsel of its the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party, (iib) the Indemnified Party shall cooperate in the defense of such claim and may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)expense, (iiic) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of the Indemnifying Party (not to be unreasonably withheld unreasonablyor delayed), and (ivd) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect theretoto the claim, without the prior written consent of the Indemnified Party (not to be unreasonably withheld unreasonablyor delayed). In the event the Indemnifying Party does not fails to notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereofits defense, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. 16.12.1 If any third Person other than a party shall notify any Party to this Agreement (the a "Indemnified Third Party") with respect to any matter asserts a right or claim which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party") indemnification under this Section 7Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify the Indemnifying Party thereof promptlyother parties of the matter; provided, however, provided that no any delay on the part of by the Indemnified Party in notifying providing notice shall not affect the right of indemnification unless the Indemnifying Party shall relieve Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 16.12.2 An Indemnifying Party from may defend an Indemnified Party against any liability or obligation hereunder unless Third Party Claim giving rising to a right of indemnification under this Article provided (and then solely to the extenta) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen days after the Indemnified Party has given notice receipt of the matter notice required under this Section that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party as required by this Article, (ib) the Indemnifying Party will defend provides the Indemnified Party against with reasonable evidence that the matter Indemnifying Party will have the financial resources to both undertake the defense and fulfill its indemnification obligations, (c) the Third Party Claim involves only money damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (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 Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel of its choice for a defense under this Subsection 16.12.2 shall be reasonably satisfactory to the Indemnified Party. 16.12.3 At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 16.12.2, (ii) the Indemnified Party may retain separate co-counsel at its sole cost own expense and expense (except that participate in the defense. If both the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that are participating in the counsel the Indemnifying Party has selected has a conflict of interest)defense, (iii) the Indemnified Party will not neither may consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the other's prior written consent of the Indemnifying Party (consent, which shall not to be withheld unreasonably). 16.12.4 If, and (iv) the however, at any time an Indemnifying Party will is conducting the defense of the Third Party Claim but not in accordance with Section 16.12.2, the Indemnified Party may conduct its own defense and may consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, to the matter Third Party Claim in any manner it may reasonably may deem appropriate.determine with the consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 16.12.4 shall not affect its right of indemnification under this Article. ARTICLE 17

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim for indemnifica tion indemnification against any the other Party party (the "Indemnifying Party") under this Section 7Article 6.00, then the Indemnified Party shall promptly notify (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the date a responsive pleading is due) the Indemnifying Party thereof promptlyin writing; providedProvided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is damaged prejudiced; (b) The Indemnifying Party shall 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 result of such failure. In (i) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming shall indemnify the defense thereofIndemnified 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, (iii) the Indemnifying Party will defend provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the matter Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with paragraph 6.04(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (iviii) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to the Third Party Claim without the prior written consent of the Indemnified Party Party; (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice d) If any of the matter that the Indemnifying Party conditions in paragraph 6.04(b) above is assuming the defense thereofor becomes unsatisfied, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the matter Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically (but no more frequently that monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party shall 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 Article 6.00.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party party hereto (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party party hereto (the "Indemnifying Party") under this Section 79, then the Indemnified Party shall will notify the Indemnifying Party thereof promptlyin writing promptly and in any event within 10 days after receiving any written notice from a third party stating the nature and basis of any claim made by the third party; provided, however, provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as prejudiced thereby. The Indemnified Party shall provide to the Indemnifying Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes give rise to a result claim for indemnification hereunder and shall give the Indemnifying Party reasonable access to all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such failureclaim. In the event any the Indemnifying Party notifies the Indemnified Party within 15 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, of such matter (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the counsel Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party has selected has a conflict of interestParty), (iii) the Indemnified Party will not consent to the entry of any judgment a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter, matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably). In the event If the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming assume the defense thereofof such matter, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, against the matter in any manner it reasonably may deem appropriate, and (i) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the Indemnifying Party, (ii) the Indemnifying Party may retain separate counsel at its sole cost and expense, and (iii) the Indemnified Party will not consent to the entry of a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably).

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section SECTION 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably or at all if the judgment includes a full release for the Indemnified Party or an admission of Liability and payment of any outstanding claim against the Indemnified Party), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 fifteen (15) days after the Indemnified Indemnifying Party has given received notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) If any third party shall notify any Party party entitled to be indemnified hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Party the Company or the Investor (the "Indemnifying Party") under this Section 710.4, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureprejudiced. In the event any (ii)Any Indemnifying Party notifies will have the right to assume the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the matter Third Party Claim; provided, however, that the Indemnifying Party is assuming must conduct the defense thereof, (i) of the Indemnifying Third Party will defend the Indemnified Party against the matter with counsel of Claim actively and diligently thereafter in order to preserve its choice reasonably satisfactory to the Indemnified Party, (ii) rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (except that iii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel not consent to the extent 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 reasonably concludes that (not to be withheld unreasonably) unless the counsel judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv)So long as the Indemnifying Party has selected has a conflict assumed and is conducting the defense of interest)the Third Party Claim in accordance with Section 10.4.3(ii) above, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (v) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, (A) the Indemnified Party may defend against, and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter Third Party Claim in any manner he or it reasonably may deem appropriate.appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (B) 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 10.4. Section 10.5

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section SECTION 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, choice; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), expense; (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.and

Matters Involving Third Parties. If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 712, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged prejudiced. 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 result of such failure. In (i) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend indemnify the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to from any adverse consequences the Indemnified PartyParty may suffer resulting from or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party may retain separate co-counsel at its sole cost and expense (except with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will be responsible for have the fees financial resources to defend against the Third Party Claim and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)fulfill its indemnification obligations hereunder, and (iii) the Indemnified Indemnifying Party will conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the prior written consent of the Indemnified Party (Party, which consent shall not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (a) If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party party hereto (the "Indemnifying Party") under this Section 7Article VII, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any the Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.consent

Matters Involving Third Parties. If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnifica tion indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 713, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result prejudiced. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of such failure. In its choice reasonably satisfactory to the event any Indemnified Party so long as: (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Third Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except Claim that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent indemnify the Indemnified Party reasonably concludes that from any adverse consequences the counsel Indemnified Party may suffer resulting from or caused by the Third Party Claim; (ii) the Indemnifying Party has selected has a conflict of interest), 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 (iii) the Indemnified Indemnifying Party will conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the prior written consent of the Indemnified Party (Party, which consent shall not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify notifies any Party party hereto (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party party hereto (the "Indemnifying Party") under this Section 79, then the Indemnified Party shall will notify the Indemnifying Party thereof promptlyin writing promptly and in any event within 10 days after receiving any written notice from a third party stating the nature and basis of any claim made by the third party; provided, however, provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as prejudiced thereby. The Indemnified Party shall provide to the Indemnifying Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes give rise to a result claim for indemnification hereunder and shall give the Indemnifying Party reasonable access to all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such failureclaim. In the event any the Indemnifying Party notifies the Indemnified Party within 15 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, of such matter (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the counsel Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party has selected has a conflict of interestParty), (iii) the Indemnified Party will not consent to the entry of any judgment a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), ) and (ivd) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter, matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably). In the event If the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming assume the defense thereofof such matter, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, against the matter in any manner it reasonably may deem appropriate, and (a) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the Indemnifying Party, (b) the Indemnifying Party may retain separate counsel at its sole cost and expense and (c) the Indemnified Party will not consent to the entry of a judgement or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably).

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7Article, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result damaged. Within 15 days after the Indemnified Party has given notice of such failurethe matter the Indemnifying Party may notify the Indemnified Party that the Indemnifying Party is going to cure the matter and release the Indemnified Party from any and all liability with respect thereto. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel (at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interestcost), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not fails to notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereofmatter, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. Under this circumstance, the indemnified party is entitled to recover all costs and fees incurred in the defense of the matter, if any.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which (a "Third Party Claim") that may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 79, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of his choice reasonably satisfactory to the Indemnified Party so long as a result of such failure. In (A) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified 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, (iB) the Indemnifying Party will defend 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 matter Third Party Claim and fulfill his 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 counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.4(b) above, (A) the Indemnified Party may retain separate co-counsel at its his sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (d) In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice any of the matter that the Indemnifying Party conditions in Section 9.4(b) above is assuming the defense thereofor becomes unsatisfied, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, 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 matter Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (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 9.

Matters Involving Third Parties. (i) If any third party shall notify any Party party entitled to be indemnified hereunder (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Party the Company (the "Indemnifying Party") under this Section 710.4, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureprejudiced. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the ii)Any Indemnifying Party will defend have the Indemnified right to assume the defense of the Third Party against the matter Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty at any time within 15 days after the Indemnified Party has given written notice of the Third Party Claim; provided, (ii) however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (except that iii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel not consent to the extent 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 reasonably concludes that (not to be withheld unreasonably) unless the counsel judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv)So long as the Indemnifying Party has selected has a conflict assumed and is conducting the defense of interest)the Third Party Claim in accordance with Section 10.4.3(ii) above, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (v) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, (A) the Indemnified Party may defend against, and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter Third Party Claim in any manner he or it reasonably may deem appropriate.appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this Section 10.4. Section 10.5

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 78, then the Indemnified Party shall notify the in writing each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of and materially prejudiced from adequately defending such failureclaim. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies in writing the Indemnified Party within 15 twenty (20) business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Party Fibreboard, on the one hand, or Buyer on the other hand (the notified party is hereinafter referred to as the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party (such other party is hereinafter referred to as the "Indemnifying Party") under this Section 710, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby damaged. Seller hereby agrees that it is damaged as a result defending, and will continue to defend, in accordance with the terms of such failurethis Purchase Agreement all litigation and actions pending against Seller or any Acquired Corporation, including, without limitation, the actions described in the Disclosure Schedule. In the event any the Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its the Indemnified Party's sole cost and expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the Indemnified Party has an actual conflict of interest with other parties represented by the counsel selected by the Indemnifying Party, or such counsel otherwise has a conflict in its representation of the Indemnified Party such that representation of the Indemnified Party by such counsel would be inappropriate), and (C) neither the Indemnified Party nor the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified other Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateappropriate (with the Indemnifying Party bearing responsibility for all Adverse Consequences as set forth herein).

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 79, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within with 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any -------------------------------- the Indemnified Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interestthird party seeks injunctive relief or criminal sanctions), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld unreasonablyor delayed), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld unreasonablyor delayed). In the event the Indemnifying Party does not fails to notify the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateappropriate without waiving any right to indemnity therefor by the Indemnifying Party.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") Other than with respect to any matter matters relating to Taxes, which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party") under this Section 7shall be governed solely by Article VII, then if the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, of any claim or demand for indemnification asserted by a third party (it being agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of any third party claim will relieve the Indemnifying Party thereby unless (and then only to the extent) said Indemnifying Party is actually and materially prejudiced by such failure to give notice), the Indemnifying Party shall relieve have the Indemnifying Party from any liability or obligation hereunder unless right (and then solely i) to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies employ counsel, at its own expense, reasonably acceptable to the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will to defend the Indemnified Party any such claim or demand asserted against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) to jointly control and conduct with the Indemnified Party any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party, unless the Indemnifying Party shall have agreed that the Indemnified Party is entitled to indemnification pursuant to this Article IX with respect to such third party claim, in which case, the Indemnifying Party shall have the sole right to control and conduct any such proceedings or negotiations, and (iii) so long as the Indemnifying Party shall have agreed that the Indemnified Party is entitled to indemnification pursuant to this Article IX with respect to such third party claim, to take all other steps or proceedings to settle or defend any such claims; unless such third party claim (A) seeks an injunction or other equitable remedies in respect of the Indemnified Party or its business; (B) may retain separate co-result in liabilities which, taken with other then existing Losses under this Article IX, would not be fully indemnified hereunder; (C) may have an adverse effect on the business or financial condition of the Indemnified Party after the Closing Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the Indemnified Party) or (D) relates to the operation of the PBM Business after the Closing Date. The Indemnifying Party and the Indemnified Party shall cooperate in the defense of such third party claims (provided that the Indemnifying Party shall not be required to provide such cooperation if there shall be any dispute between the Indemnifying Party and the Indemnified Party regarding the Indemnified Party's right to indemnification pursuant to this Article IX with respect to any such third party claim), with such cooperation to include (x) the retention and the provision of the Indemnified Party's records and information that are reasonably relevant to such third party claim, and (y) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. In the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified in full, such settlement shall include a release of the Indemnified Party from any and all liability with respect to such claim and shall only be made with the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible after receipt of the notice of a third party claim (but in any case within thirty (30) days of receipt by the Indemnifying Party of a notice of a third party claim or such earlier time necessary to reasonably allow a timely response to the claim (the "Indemnifying Notice Period")) of its election to defend any such third party claim or demand. In the event that the Indemnifying Party assumes the defense as provided in the preceding two sentences, the Indemnified Party shall have the right to participate in such defense (including with counsel of its choice), at its sole cost expense, and expense (except the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. If the Indemnifying Party does not deliver to the Indemnified Party written notice within the Indemnity Notice Period that the Indemnifying Party will be responsible for assume the fees and expenses defense of the separate co-counsel to the extent any such claim or litigation resulting therefrom, the Indemnified Party may defend against any such claim or litigation in such manner as it may deem reasonably concludes that appropriate, at the counsel cost of the Indemnifying Party has selected has a conflict of interest)Party, (iii) and the Indemnified Party will not consent may settle such claim or litigation or agree to pay in full such claim or demand, which shall only be made with the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (iv) the Indemnifying Party which consent will not consent to the entry of any judgment with respect to the matter, be unreasonably withheld or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably)delayed. In the event that the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming assume the defense thereof, however, and/or as provided in the event immediately preceding sentence, the Indemnifying Party shall fail have the right to defend participate in such claim actively defense (including with counsel of its choice), at its own expense, and in good faith, then the Indemnified Party may defend against, or enter into shall reasonably cooperate with the Indemnifying Party in connection with such participation. In all cases the Indemnified Party and the Indemnifying Party shall keep each other reasonably informed as to all matters concerning any settlement with respect to, third party claim and shall promptly notify the matter other Party in writing of any manner it reasonably may deem appropriateand all significant developments relating thereto.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") ----------------- with respect to any matter (a "Third Party Claim") which may give rise ----------------- to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7Sec.8, then the Indemnified Party ------------------- shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureprejudiced. In the event any (ii) Any Indemnifying Party notifies shall have the right to assume the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the matter Third Party Claim; provided, however, that the Indemnifying Party is assuming must conduct the defense thereof, (i) of the Indemnifying Third Party will defend the Indemnified Party against the matter with counsel of Claim actively and diligently thereafter in order to preserve its choice reasonably satisfactory to the Indemnified Party, (ii) rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel Claim. (iii) So long as the Indemnifying Party has selected has a conflict assumed and is conducting the defense of interest)the Third Party Claim in accordance with Sec.8(d)(ii) above, (iiiA) the Indemnified Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (B) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and . (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party will not Claim in accordance with Sec.8(d)(ii) above, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter Third Party Claim in any manner he or it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (B) the Indemnifying Parties shall 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 Sec.8.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)expense, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7Article IX, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Parties to the action for a SAGE I.T. PARTNERS, INC. AGREEMENT AND PLAN OF MERGER -44- 50 monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnifica tion against any indemnification by the other Party pursuant to Section 12.2 or 12.3 above (the "“Indemnifying Party") under this Section 7”), then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is damaged prejudiced. 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 result of such failure. In (A) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iB) the Indemnifying Party will defend provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter 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 counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 12.5(b): (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, 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 does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party any condition in Section 12.5(b) is assuming the defense thereofor becomes unsatisfied, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, 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 matter Third Party Claim in any manner it reasonably may deem appropriateappropriate (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 Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XII.

Matters Involving Third Parties. If any third party shall notify any either Party (the "Indemnified Party") with respect to any matter which may give rise to a claim Claim for indemnifica tion indemnification against any the other Party (the "Indemnifying Party") under this Section 7Article V, then the Indemnified Party shall notify the each Indemnifying Party thereof promptlypromptly in writing; provided, however, that that, except as provided in Section 5.6 hereof, no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failurehereunder. In the event any Indemnifying Party notifies the Indemnified Party within 15 fifteen days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (ia) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iib) the Indemnified Party will cooperate in the defense of such Claim and may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel Indemnified Party and the Indemnifying Party has selected has have a conflict of interest), (iiic) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivd) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the prior written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 fifteen days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 78, then the CORESTAFF, INC. STOCK PURCHASE AGREEMENT - 43 - 49 Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given written notice of the matter that the Indemnifying Party party is assuming the defense thereof, (iA) the Indemnifying Party will have the right to defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given written notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, but subject to the provisions of clause (c) of the preceding sentence. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her), whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, and the Indemnifying Party shall thereafter be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 78, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld). In the event the no Indemnifying Party does not notify notifies the Indemnified Party Party, within 15 thirty (30) days after the Indemnified Party has given notice of the matter matter, that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, in which case the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7section 9, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within with 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. i If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall 37 relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureprejudiced. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the ii Any Indemnifying Party will have the right to defend the Indemnified Party against the matter 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 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 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(j)(i) and (ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent Consent of the Indemnifying Party (not to be withheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to the Third Party Claim without the prior written consent Consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureprejudiced. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iii) the The Indemnifying Party will defend assume the Indemnified defense of the Third Party against the matter with Claim and will employ counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for pay the fees and expenses of such counsel. Notwithstanding the separate co-counsel to the extent preceding sentence, the Indemnified Party reasonably concludes will be entitled, at its own expense, to employ counsel separate from counsel for the Indemnified Party in such action if counsel for the Indemnified Party advises the Indemnified Party in writing that the a conflict of interest or other reasonable basis exists which makes representation by counsel chosen by the Indemnifying Party has selected has a conflict of interest), (iii) the not advisable. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, to the matter in any manner it reasonably may deem appropriateThird Party Claim without the prior written consent of the Indemnified Party.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 7SECTION 8, then the Indemnified Party shall notify the in writing each Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of and materially prejudiced from adequately defending such failureclaim. In the event any Indemnifying Party notifies the Indemnified Party within 15 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies in writing the Indemnified Party within 15 twenty (20) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifyin Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") of a claim with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 75, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of promptly (and in any event within 10 business days after receiving any written notice from a third party). The Indemnifying Party's liability hereunder to the Indemnified Party in notifying shall be reduced to the extent the Indemnifying Party shall relieve is materially adversely prejudiced by the Indemnifying Party from any liability or obligation hereunder unless (and then solely Indemnified Party's failure to the extent) the Indemnifying Party thereby is damaged as a result of such failureprovide timely notice hereunder. In the event any Indemnifying Party notifies the Indemnified Party within 15 10 business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (which shall not to be withheld unreasonablyunreasonably withheld), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (which shall not to be withheld unreasonablyunreasonably withheld). In the event the Indemnifying Party does not notify the Indemnified Party within 15 10 business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, against the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Indemnified Party (the "Indemnified Party") with respect to any matter which may give (a “Third-Party Claim”) that gives rise to a claim for indemnifica tion indemnification against any other an Indemnifying Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall promptly, in a reasonable period of time after the claim is actually known by the Indemnified Party, notify the Indemnifying Party thereof promptlyin writing (a “Notice”); provided, however, failure to give such Notice shall not limit the right of an Indemnified Party to recover hereunder from any Indemnifying Party except to the extent that such Indemnifying Party is actually prejudiced as a result of such failure. 48 (b) Without limiting any rights of any insurers, as between the Indemnified Party and the Indemnifying Party, in the case of any Third-Party Claims for which indemnification is sought, provided that the Indemnifying Party has within 15 days after receipt of the Notice from the Indemnified Party unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify the Indemnified Party with respect to such Third-Party Claim and to discharge in full any cost or expense arising out of such investigation, contest or settlement and using counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnifying Party (y) shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no delay additional obligation, restriction or Damages shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder and (z) shall provide the Indemnified Party the opportunity to consult with the Indemnifying Party and advance written notice of any settlement of any claim with respect to any matter that would reasonably set a precedent that would materially interfere with, or have an material adverse impact on the business or financial condition of the Indemnified Party)), (iv) employ counsel to contest any such claim or liability, and (v) direct and control relevant insurance related matters; provided, the Indemnifying Party shall not have the right to assume control of such defense to the extent the claim for which the Indemnifying Party seeks to assume control: (A) seeks non‑monetary relief (except where non‑monetary relief is merely incidental to a primary claim or claims for monetary damages), (B) involves criminal allegations, or (C) that, if unsuccessful, would (i) reasonably be expected to exceed the amount of indemnification available pursuant to this Agreement, or (ii) imposes liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. The Indemnifying Party shall, within 30 days after delivery of the Notice to Indemnifying Party (or sooner, if the nature of the Third-Party Claim so requires), notify the Indemnified Party of its intention as to the conduct and control of the defense of such claim; provided that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel, including, without, limitation, preserving and providing all documents, records, and other materials that may be sought in notifying discovery in such litigation, granting the Indemnifying Party and its counsel access to all such documents and records as may be reasonable necessary and appropriate for the purpose of such pursuit, contest, or defense, and making available to Indemnifying Party and its counsel personnel and employees (and to the extent possible, former personnel and employees) to review such documents and records, assist counsel in preparing and responding to discovery, and preparing for and testifying at deposition or trial, as may be reasonably requested and appropriate for the purpose of such pursuit, and the Sellers shall bear all of the out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Buyer and its Representatives in complying with such obligations. The Indemnified Party may thereafter participate in (but not control) the defense of any such Third-Party Claim with its own counsel at its own expense, unless separate representation is necessary to avoid an unwaivable conflict of interest, in which case such representation shall be selected by but at the expense of the Indemnifying Party. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall relieve decline to assume the defense of any such claim, the Indemnified Party may defend against such claim (provided that the Indemnified Party may not settle such claim without the consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned, or delayed) and the Indemnifying Party from will remain responsible for any liability or obligation hereunder unless (and then solely to Damages the extent) the Indemnifying Indemnified Party thereby is damaged may suffer as a result of such failure. In the event any Indemnifying Third-Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel Claim to the extent the Indemnified Party reasonably concludes that the counsel subject to indemnification under this Section 7. Following the Indemnifying Party Party’s notification that it has selected has elected to defend a conflict of interest)claim, (iii) at Indemnifying Party’s request, the Indemnified Party will not consent to the entry of any judgment or Parties shall enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), a joint defense and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming common interest agreement regarding the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend and resolution of such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.claim. 49 7.7

Matters Involving Third Parties. If (a)If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter which may give (including for the avoidance of doubt the matters set forth on Section 3.7 of the Disclosure Schedules) (a “Third-Party Claim”) that gives rise to a claim for indemnifica tion indemnification against any other another Party (the "“Indemnifying Party"”) under this Section 7Article 10, then the Indemnified Party shall promptly (and in any event within fifteen Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof promptlyin writing (a “Notice”); provided, however, that no delay on failure to give such Notice within such fifteen-Business Day period or otherwise shall not limit the part right of the an Indemnified Party in notifying to recover hereunder from any Indemnifying Party except to the extent -71- that such Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure except and to the extent that the Indemnifying Party shall relieve the Indemnifying Party from any liability can demonstrate actual loss or obligation hereunder unless actual prejudice (and then in any event, solely to the extentextent of such loss or prejudice) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies (b)As between the Indemnified Party within 15 days after and the Indemnifying Party, in the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnified Party has is given notice the opportunity to reasonably participate in such defense and the Indemnifying Party shall not settle any such claim without the consent of the matter Indemnified Party unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no additional obligation, restriction or Losses shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder), and (iv) employ counsel to contest any such claim or liability; provided that the Indemnifying Party is assuming shall not have the defense thereofright to assume control of such defense, (i) if the claim for which the Indemnifying Party will defend the Indemnified Party against the matter seeks to assume control: (A) seeks non-monetary, equitable or injunctive relief, (B) involves criminal allegations, proceedings, indictments or investigations, (C) involves an actual conflict of interest with counsel of its choice reasonably satisfactory respect to the Indemnified Party, or (iiD) involves a claim for which, upon petition by the Indemnified Party may retain separate co-counsel at its sole cost and expense (except Party, the appropriate court rules that the Indemnifying Party will failed or is failing to vigorously prosecute or defend. The Indemnifying Party shall, within 30 days after delivery of the Notice to the Indemnifying Party (or sooner, if the nature of the Third-Party Claim so requires) (the “Dispute Period”), notify the Indemnified Party of its intention as to the conduct and control of the defense of such claim, provided that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. The Indemnifying Party shall be responsible liable for the fees and expenses of the separate co-counsel to the extent employed by the Indemnified Party reasonably concludes that the counsel for any period during which the Indemnifying Party has selected failed to assume the defense thereof. Once the Indemnifying Party has a conflict of interest)made such election, (iii) the Indemnified Party will shall have the right to participate in (but not consent control) any such defense and to the entry employ separate counsel of any judgment or enter into any settlement with respect to the matter without the written consent of its choosing at such Indemnified Party’s expense. If the Indemnifying Party (not shall decline to be withheld unreasonably), and (iv) assume the Indemnifying Party will not consent to the entry defense of any judgment with respect to the mattersuch claim, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to notify the Indemnified Party within the Dispute Period of the Indemnifying Party’s election to defend such claim, the Indemnified Party shall defend against such claim actively (provided that the Indemnified Party shall not settle such claim without the consent of the Indemnifying Party) and in good faith, then the Indemnifying Party will remain responsible for any Losses the Indemnified Party may defend againstsuffer as a result of such Third-Party Claim to the extent subject to indemnification under this Article 10. (c)In the event of any conflict between this Section 10.5 and Article 8, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateArticle 8 shall govern. -72- Section 10.6.

Matters Involving Third Parties. If any third party shall notify notifies any Party party hereto (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which that may give rise to a claim for indemnifica tion indemnification against any the other Party party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 710, then the Indemnified Party shall will notify the Indemnifying Party thereof promptlypromptly and in any event within 30 days after receiving any written notice from a third party; provided, however, provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as a result prejudiced thereby. Once the Indemnified Party has given notice of such failurethe matter to the Indemnifying Party, the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate. In the event any the Indemnifying Party notifies the Indemnified Party within 15 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, of such matter (ia) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iib) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the counsel the Indemnifying Party has selected has a conflict of interest), (iiic) the Indemnified Party will not consent to the entry of any a judgment or enter into any settlement with respect to the matter matter, or take any measure that imposes any burden or encumbrance upon the conduct of the Indemnified Party or its operations, without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (ivd) the Indemnifying Party will not consent to the entry of any a judgment with respect to the matter, matter or enter into any settlement which that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably). In , and (e) the event Indemnified Party shall have the right to attend, at its own expense, any meetings relating to, and to receive upon request copies of all correspondence, reports or other documents submitted or received by or on behalf of the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming in connection with, the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend of such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriatematter.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") of a claim with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of promptly (and in any event within ten business days after receiving any written notice from a third party). The Indemnifying Party's liability hereunder to the Indemnified Party in notifying shall be reduced to the extent the Indemnifying Party shall relieve is materially adversely prejudiced by the Indemnifying Party from any liability or obligation hereunder unless (and then solely Indemnified Party's failure to the extent) the Indemnifying Party thereby is damaged as a result of such failureprovide timely notice hereunder. In the event any Indemnifying Party notifies the Indemnified Party within 15 ten business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (ia) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iib) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiic) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (which shall not to be withheld unreasonablyunreasonably withheld), and (ivd) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (which shall not to be withheld unreasonablyunreasonably withheld). In the event the Indemnifying Party does not notify the Indemnified Party within 15 ten business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, against the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If If, in the case of any claim asserted by a third party shall notify against any Party party to this Agreement (the "INDEMNIFIED PARTY"), notice shall be given by the Indemnified Party") with respect Party to any matter which may give rise the party required to a claim for indemnifica tion against any other Party provide indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 7promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, then and the Indemnified Party shall notify permit the Indemnifying Party thereof promptly; provided, however, that no delay on (at the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result expense of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming Party) to assume the defense thereofof any claim or any litigation resulting therefrom, provided that (i) the counsel for the Indemnifying Party will defend who shall conduct the Indemnified Party against the matter with counsel defense of its choice such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel participate in such defense at its sole cost such Indemnified Party's expense, and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the omission by any Indemnified Party will to give notice as provided herein shall not relieve the Indemnifying Party of the indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the matter event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's tax liability or the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party (Party, such consent not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably)unreasonably withheld. In the event that the Indemnifying Party does not notify accept the defense of any matter as above provided, the Indemnified Party within 15 days after shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming shall cooperate in the defense thereof, however, and/or in of any claim or litigation subject to this Section 10.3 and the event records of each shall be available to the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement other with respect to, the matter in any manner it reasonably may deem appropriateto such defense.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, . however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has have given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its their choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its their sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has have selected has have a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has have given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party",) under this Section 7, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability (whether known or unknown) with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, provided that the Indemnifying Party shall not, without the written consent of the Indemnifying Party (which consent shall not be withheld unreasonably) compromise or settle any such matter.

Matters Involving Third Parties. (a) If any third party shall notify any notifies an Indemnified Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other the Indemnifying Party (the "Indemnifying Party") under this Section 7ARTICLE X, other than any claim relating to any inaccuracy as of the Closing Date of a representation or warranty under SECTION 3.19 of this Agreement (a "TAX CLAIM"), then the Indemnified Party shall will notify the Indemnifying Party thereof promptlypromptly and in any event within five Business Days after receiving any written notice from a third party; provided, however, provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as materially prejudiced thereby. Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may defend against the matter in a result of such failuremanner which it reasonably deems to be appropriate, subject to the following sentence. In the event any the Indemnifying Party notifies the Indemnified Party within 15 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereofof such matter, (ia) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iib) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the such separate co-counsel to the extent the Indemnified Party reasonably concludes is advised, in writing by its counsel, that the counsel the Indemnifying Party has selected has a conflict of interest), (iiic) the Indemnified Party will not consent to the entry of any a judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.settlement

Matters Involving Third Parties. If any third party shall notify any Party Fibreboard, on the one hand, or Buyer on the other hand (the notified party is hereinafter referred to as the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party (such other party is hereinafter referred to as the "Indemnifying Party") under this Section 710, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby damaged. Seller hereby agrees that it is damaged as a result defending, and will continue to defend, in accordance with the terms of such failurethis Purchase Agreement all litigation and actions pending against Seller or any Acquired Corporation, including, without limitation, the actions described in the Disclosure Schedule. In the event any the Indemnifying Party notifies the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its the Indemnified Party's sole cost and expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the Indemnified Party has an actual conflict of interest with other parties represented by the counsel selected by the Indemnifying Party, or such counsel otherwise has a conflict in its representation of the Indemnified Party such that representation of the Indemnified Party by such counsel would be inappropriate), and (C) neither the Indemnified Party nor the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified other Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 fifteen (15) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateappropriate (with the Indemnifying Party bearing responsibility for all Adverse Consequences as set forth herein).

Matters Involving Third Parties. If any third party shall notify any Promptly after receipt by a Party seeking indemnification hereunder (the an "Indemnified Party") with respect to of notice of any matter which may give rise to claim or the commencement by any third party or dissenting Company Holder (a “Third Party Claim”) of any claim for indemnifica tion against any other or proceeding that might result in another Party hereto (the "Indemnifying Party") becoming obligated to indemnify or make any other payment to the Indemnified Party under this Section 7Agreement, then the Indemnified Party shall notify the Indemnifying Party forthwith in writing of the commencement thereof promptly; providedor of the claim, however, that no delay on and shall furnish the part Indemnifying Party with all information and documents relating thereto promptly after its receipt thereof. The failure of the Indemnified Party in notifying to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have on account of this indemnification or obligation hereunder unless (otherwise, except and then solely only to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter extent that the Indemnifying Party is assuming prejudiced thereby. The Indemnifying Party shall have the right, within thirty (30) days after being so notified, to assume and control the defense of such claim or proceeding with counsel reasonably satisfactory to the Indemnified Party in good faith and at the Indemnifying Party's own expense; provided that unless and until the Indemnifying Party shall assume such defense pursuant to this sentence, the Indemnified Party shall have the right to conduct and control the defense of such claim or proceeding (including the settlement thereof) without the Indemnifying Party's consent and shall be entitled to payment from the Indemnifying Party of all reasonable costs of such defense (including attorney's fees and expenses and costs of appeals and experts). In any such claim or proceeding the defense of which the Indemnifying Party shall have so assumed, the Indemnified Party shall have the right to participate therein and retain its own counsel at its own expense, unless (i) the Indemnifying Party will defend and the Indemnified Party against shall have mutually agreed to the matter with retention of the same counsel of its choice reasonably satisfactory or (ii) the named parties to any such proceeding (including impleaded parties) include both the Indemnifying Party and the Indemnified Party, and representation of such parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case, i.e. clause (ii) ), such separate counsel may be retained by the Indemnified Party may retain separate co-counsel at its sole cost and the expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Party. The Indemnifying Party will not consent may elect to the entry of settle any judgment with respect to the matter, claim or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, Proceeding defended by it without the written consent of the Indemnified Party (not provided that such settlement is limited solely to be withheld unreasonably). In the event payment of monetary damages that are payable in full by the Indemnifying Party does not notify and the Indemnified Party within 15 days after is fully discharged at the time of the settlement from any liability with respect to the claim or proceeding, and the Indemnified Party has given notice shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the matter that Indemnifying Party so long as the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend controlling or defending such claim actively and in good faith, then the Indemnified . The Indemnifying Party may defend against, or not enter into any settlement that is not limited solely to payment of monetary damages without the Indemnified Party's prior written consent. Each of the Parties covenant to use all commercially reasonable efforts to cooperate fully with respect toto the defense of any claim, the matter in any manner it reasonably may deem appropriateaction or proceeding covered by this Section 8(d).

Matters Involving Third Parties. If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter which (a “Third Party Claim”) that may give rise to a right to claim for indemnifica tion indemnification against any other Party (the "“Indemnifying Party"”) under this Section 78.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof promptly; provided, however, that no delay on in writing (the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure“Claim Notice”). In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the The Indemnifying Party will defend have the Indemnified right to assume and thereafter conduct the defense of the Third Party against the matter Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as (i) the Indemnifying Party notifies the Indemnified Party in writing (within twenty (20) days after the Indemnified Party has given the Claim Notice), (ii) the Indemnifying Party conducts the defense actively and diligently, and (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief or non-monetary remedy. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with this Section 8.4, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, 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 does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice any of the matter that the Indemnifying Party conditions in this Section 8.4 is assuming the defense thereofor becomes unsatisfied, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the matter Third Party Claim, (ii) the Indemnifying 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 if the Indemnified Party delivers an undertaking to repay if not ultimately entitled to indemnification), and (iii) the Indemnifying Parties will remain responsible, subject to the terms and limitations set forth in this Article VIII, for any manner it reasonably Adverse Consequences the Indemnified Party may deem appropriatesuffer 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 Agreement.

Matters Involving Third Parties. If Subject to the periods of limitation described in Section 14.2 and 14.3: Whenever any third party shall notify of FGC, Assignee or Assignor (in any Party (case for the purposes of this Article 14, an "Indemnified Party") with respect to any matter which may shall learn after the Closing of a claim that, if allowed (whether voluntarily or by judicial or quasi-judicial tribunal or agency), would give rise to a claim for indemnifica tion against any other Party an obligation of another party (the "Indemnifying Party") to indemnify the Indemnified Party under any provision of this Section 7Agreement, then before paying the same or agreeing thereto, the Indemnified Party shall promptly notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part in writing of all such facts within the Indemnified Party in notifying Party's knowledge with respect to such claim and the amount thereof (a "Notice of Claim"). If, prior to the expiration of fifteen (15) days from the mailing of a Notice of Claim, the Indemnifying Party shall relieve request, in writing, that such claim not be paid, the Indemnified Party shall not pay the same, provided the Indemnifying Party from any liability proceeds promptly, at its or obligation hereunder unless their own expense (and then solely to the extent) the Indemnifying Party thereby is damaged as a result including employment of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party), (ii) to settle, compromise or litigate, in good faith, such claim. After notice from the Indemnifying Party requesting the Indemnified Party may retain separate co-counsel not to pay such claim and the Indemnifying Party's assumption of the defense of such claim at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)or their expense, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail not be liable to defend such claim actively and in good faith, then the Indemnified Party may defend against, for any legal or enter into any settlement other expense subsequently incurred by the Indemnified Party in connection with respect tothe defense thereof. However, the matter Indemnified Party shall have the right to participate at its expense and with counsel of its choice in such settlement, compromise or litigation. The Indemnified Party shall not be required to refrain from paying any manner it reasonably may deem appropriateclaim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall the Indemnified Party be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a lien upon any of the property or assets then held by the Indemnified Party. The failure to provide a timely Notice of Claim as provided in this Section 14.4 shall not excuse the Indemnifying Party from its or their continuing obligations hereunder; however, the Indemnified Party's claim shall be reduced by any damages, if any, to the Indemnifying Party resulting from the Indemnified Party's delay or failure to provide a Notice of Claim as provided in this Section 14.4.

Matters Involving Third Parties. If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party party (the "Indemnifying Party") under this Section 7Article 11, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, thereof (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the pursuant to which plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably)Party. In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate, all at the risk and expense of the Indemnifying Party.

Matters Involving Third Parties. If any third party shall notify any Party party to this Agreement (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party party (the "Indemnifying Party") under this Section 75, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, provided however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 10 days after the Indemnified Party party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision provisions whereby the plaintiff or claimant in the matter releases the Indemnified Party from for all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 with 10 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party (including, without limitation, any Taxing authority) shall notify make or assert a Claim against any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section Article 7, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureor prejudiced thereby. In the event case of any such Claim pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party notifies (i) enters into an agreement with the Indemnified Party within 15 days after (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnified Party) for all Losses relating to such Claim and unconditionally guarantees the payment and performance of any Loss which may arise with respect to such Claim or the facts giving rise to such Claim for indemnification, and (ii) furnishes the Indemnified Party has given notice of the matter with evidence that the Indemnifying Party, in the Indemnified Party's reasonable judgment, is and will be able to satisfy any such Claim, the Indemnifying Party is assuming may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (iA) the Indemnifying Party will defend the Indemnified Party against the such matter with counsel of its choice reasonably satisfactory to the Indemnified Party, Party and (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of any separate counsel to the Indemnified Party incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party is precluded from assuming control of the defense of a Claim pursuant to the terms of this Section 7.5, the Indemnifying Party may retain separate co-counsel at its sole cost and expense to the extent participate in such defense and, in any event the Indemnified Party reasonably concludes that the counsel shall (i) provide the Indemnifying Party has selected has a conflict with all material information requested by such party relating to the defense of interest)such Claim, (ii) confer with the Indemnifying Party as to the most cost-effective manner in which to defend such Claim and (iii) use its reasonable efforts to minimize the cost of defending such Claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the such matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party (including, without limitation, any Taxing authority) shall notify make or assert a Claim against any Party (the "" Indemnified PartyParty ") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "" Indemnifying PartyParty ") under this Section Article 7, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureor prejudiced thereby. In the event case of any such Claim pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party notifies (i) enters into an agreement with the Indemnified Party within 15 days after (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnified Party) for all Losses relating to such Claim and unconditionally guarantees the payment and performance of any Loss which may arise with respect to such Claim or the facts giving rise to such Claim for indemnification, and (ii) furnishes the Indemnified Party has given notice of the matter with evidence that the Indemnifying Party, in the Indemnified Party's reasonable judgment, is and will be able to satisfy any such Claim, the Indemnifying Party is assuming may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (iA) the Indemnifying Party will defend the Indemnified Party against the such matter with counsel of its choice reasonably satisfactory to the Indemnified Party, Party and (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of any separate counsel to the Indemnified Party incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party is precluded from assuming control of the defense of a Claim pursuant to the terms of this Section 7.5, the Indemnifying Party may retain separate co-counsel at its sole cost and expense to the extent participate in such defense and, in any event the Indemnified Party reasonably concludes that the counsel shall (i) provide the Indemnifying Party has selected has a conflict with all material information requested by such party relating to the defense of interest)such Claim, (ii) confer with the Indemnifying Party as to the most cost-effective manner in which to defend such Claim and (iii) use its reasonable efforts to minimize the cost of defending such Claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the such matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnifica tion indemnification against any other Party party (the "“Indemnifying Party"”) under this Section 7Article 6, then the Indemnified Party shall promptly notify the each Indemnifying Party Party, thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, materially prejudiced thereby. (ib) the Any Indemnifying Party will have the right to defend the Indemnified Party against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty so long as the Indemnifying Party notifies the Indemnified Party in writing, within 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 that the Indemnified Party may suffer directly resulting from, arising out of, relating to or caused by the Third Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.4(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, 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 does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.ARTICLE 7

Matters Involving Third Parties. (a) If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 7section 11, then the Indemnified Party shall promptly (and in any event within ten business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely hereunder, except to the extent) extent the Indemnifying Party thereby is damaged materially prejudiced. Such notice shall describe the claim, the amount thereof (to the extent then known and quantifiable), and the basis thereof, in each case to the extent known to the Indemnified Party. (b) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; so long as a result of such failure. In (i) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from or in connection with the Third Party Claim, (iii) the Indemnifying Party will have the financial resources to defend the Indemnified Party against the matter with counsel of Third Party Claim and fulfill its choice reasonably satisfactory to the Indemnified Partyindemnification obligations hereunder, (iiiii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in section 11.04(b) above, however, the Indemnified Party may retain separate co-counsel defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) If the Indemnifying Party has the right, but does not assume control of defense of any claim in accordance with this section 11.04, then the Indemnifying Party may nonetheless participate (at its sole cost own expense) in the defense of such claim and expense the Indemnified Party will consult with the Indemnifying Party in respect of such defense. If the Indemnifying Party has the right and does assume control of defense of any claim in accordance with this section 11.04, then the Indemnified Party may nonetheless participate (except that at its own expense) in the defense of such claim and the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent consult with the Indemnified Party reasonably concludes that the counsel in respect of such defense. (e) So long as the Indemnifying Party has selected has a conflict is conducting the defense of interest)the Third Party Claim in accordance with paragraph 11.04(b) above, (iiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, 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 does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.ARTICLE XII

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the in writing each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of and materially prejudiced from adequately defending such failureclaim. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement or compromise which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies in writing the Indemnified Party within 15 twenty (20) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Indemnifying Party (the "Indemnifying Party") under this Section 79, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged prejudiced. 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 result of such failure. In (i) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend indemnify the Indemnified Party against from any adverse consequences the matter with counsel of its choice reasonably satisfactory Indemnified Party may suffer resulting from or caused by the EXHIBIT A (to the Indemnified PartyForm 13D) A-31 Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party may retain separate co-counsel at its sole cost and expense (except with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will be responsible for have the fees financial resources to defend against the Third Party Claim and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)fulfill its indemnification obligations hereunder, and (iii) the Indemnified Indemnifying Party will conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the prior written consent of the Indemnified Party (Party, which consent shall not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If Promptly after the receipt by any Indemnitee of notice of the commencement of any action against such Indemnitee by a third party shall notify any Party (the "Indemnified Party") party, such Indemnitee shall, if a claim with respect to any matter which thereto is or may give rise to a claim for indemnifica tion be made against any other Party (the "Indemnifying Party") under this Section 7, then the Indemnified Party shall notify use reasonable efforts to give the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party Parties written notice thereof. The failure to give such notice shall not relieve the any Indemnifying Party from any liability or obligation hereunder unless (except where, and then solely to the extent) extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party thereby is damaged as a result of shall have the right to defend such failure. In the event any claim, at such Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter Party's expense and with counsel of its choice reasonably satisfactory to the Indemnified PartyIndemnitee, provided that (a) the Indemnifying Party so notifies the Indemnitee within 30 days after receipt of such notice, (iib) the Indemnified claim involves only money damages and does not seek injunctive or other equitable relief, (c) settlement of, or an adverse judgment with respect to, such claim is not, in the good faith judgment of the Indemnitee, reasonably likely to establish a precedent adverse to the continuing business interests of the Indemnitee, and (d) the Indemnifying Party conducts the defense of such claim actively and diligently. So long as the Indemnifying Party is conducting the defense of such claim as provided in the previous sentence, the Indemnitee may retain separate co-counsel at its sole cost and expense (except that and may participate in defense of such claim, and neither the Indemnifying Party nor the Indemnitee will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter such claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably)other. In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice or ceases to conduct defense of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faithas so provided, then (x) the Indemnified Party Indemnitee may defend against, or enter into any settlement with respect to, the matter such claim in any manner it may reasonably deem to be appropriate, (y) the Indemnifying Party will reimburse the Indemnitee promptly and periodically for the costs of defending against such claim, including attorneys' fees and expenses, and (z) the Indemnifying Party will remain responsible for any Losses the Indemnitee may deem appropriatesuffer as a result of such claim to the full extent provided in this Agreement.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") of a claim with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of promptly (and in any event within 10 business days after receiving any written notice from a third party). The Indemnifying Party's liability hereunder to the Indemnified Party in notifying shall be reduced to the extent the Indemnifying Party shall relieve is materially adversely prejudiced by the Indemnifying Party from any liability or obligation hereunder unless (and then solely Indemnified Party's failure to the extent) the Indemnifying Party thereby is damaged as a result of such failureprovide timely notice hereunder. In the event any Indemnifying Party notifies the Indemnified Party within 15 10 business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (which shall not to be withheld unreasonablyunreasonably withheld), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (which shall not to be withheld unreasonablyunreasonably withheld). In the event the Indemnifying Party does not notify the Indemnified Party within 15 10 business days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, against the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7Article VII, then the each Indemnified Party shall promptly notify the Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged prejudiced. 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 result of such failure. In (i) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified 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, (iii) the Indemnifying Party will defend 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 matter Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.4(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, 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 does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice any of the matter that the Indemnifying Party conditions in Section 7.4(b) is assuming the defense thereofor becomes unsatisfied, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the matter Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Parties need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) 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 (iii) the Indemnifying 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 Article VII.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of or materially prejudiced from adequately defending such failureclaim. In the event any Indemnifying Party notifies the Indemnified Party within 15 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at as its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably and in good faith concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or it) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any Third Party Claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the Third Party Claim.

Matters Involving Third Parties. If any third party shall notify make or assert a claim against any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 79.1 or 9.2, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failureor prejudiced thereby. In the event case of any such claim pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party notifies (i) enters into an agreement with the Indemnified Party within 15 days after (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnified Party) for all losses relating to such claim and unconditionally guarantees the payment and performance of any liability which may arise with respect to such claim or the facts giving rise to such claim for indemnification, and (ii) furnishes the Indemnified Party has given notice of the matter with evidence that the Indemnifying Party, in the Indemnified Party's reasonable judgment, is and will be able to satisfy any such liability, the Indemnifying Party is assuming may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (iA) the Indemnifying Party will defend the Indemnified Party against the such matter with counsel of its choice reasonably satisfactory to the Indemnified Party, Party and (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of any separate counsel to the Indemnified Party incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party is precluded from assuming control of the defense of a claim pursuant to the terms of this Section 9.3, the Indemnifying Party may retain separate co-counsel at its sole cost and expense to the extent participate in such defense and, in any event the Indemnified Party reasonably concludes that the counsel shall (i) provide the Indemnifying Party has selected has a conflict with all material information requested by such party relating to the defense of interest)such claim, (ii) confer with the Indemnifying Party as to the most cost-effective manner in which to defend such claim and (iii) use its reasonable efforts to minimize the cost of defending such claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the such matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third-Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 78, then the Indemnified Party shall promptly (and in any event within fifteen business days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof promptly; in writing, provided, however, that no delay on failure to timely give such notification shall not affect the part of indemnification provided under this Agreement except to the Indemnified Party in notifying extent the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged have been actually prejudiced as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the The Indemnifying Party will defend have the Indemnified right at any time to assume and thereafter conduct the defense of the Third-Party against the matter Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except however, that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third-Party Claim without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the prior written consent of the Indemnified Party (not to be withheld unreasonably). In unreasonably withheld) unless the event judgment or proposed settlement involves only the Indemnifying Party payment of money damages and does not notify impose an injunction or other equitable relief upon the Indemnified Party within 15 days after or establish any judicial or other precedent potentially adverse to the Indemnified Business. Unless and until an Indemnifying Party has given notice assumes the defense of the matter that the Indemnifying Third-Party is assuming the defense thereofClaim as provided in Section 8(e)(ii) above, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, against the Third-Party Claim in any manner it may reasonably deem appropriate. In no event will the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to, to the matter in any manner it reasonably may deem appropriateThird-Party Claim without the prior written consent of the Indemnifying Parties (not to be unreasonably withheld). This Section 8(e) shall not apply to Tax claims or matters.

Matters Involving Third Parties. (a) If any third party shall notify any Party notifies a party to this Agreement (the "“Indemnified Party"”) with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party another party to this Agreement (the "“Indemnifying Party"”) under this Section 7Article VII, then the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party thereof promptlypromptly and in any event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as a result of such failureactually prejudiced thereby. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after (b) Once the Indemnified Party has given notice of the matter that to the Indemnifying Party, the Indemnified Party is assuming may, subject to the Indemnifying Party’s rights to assume the defense thereofof such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party will shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will shall be responsible for the fees and expenses of the one separate co-counsel for all Indemnified Parties to the extent the Indemnified Party reasonably concludes is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party), and (iii) the Indemnifying Party shall reimburse the Indemnified Party will for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article VII. (e) The Indemnified Party shall not consent to the entry of any a judgment or enter into any settlement with respect to the any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party (Party, which consent may not to be unreasonably withheld unreasonably)or delayed; provided, and (iv) however, that if the Indemnifying Party will has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party may take any such action without the consent of the Indemnifying Party. (f) The Indemnifying Party shall not consent to the entry of any a judgment with respect to the matter, any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld unreasonablyor delayed). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateSection 7.4.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to TKZ or Xxxxxx receives notice or acquires knowledge of any matter which may give rise to a claim by another person and which may then result in a claim for indemnifica tion against any other Party (the "Indemnifying Party") indemnification under this Section 7Article XI, then the Indemnified Party (i) if such notice or knowledge is received or acquired by TKZ, TKZ shall promptly notify the Indemnifying Party thereof promptlyXxxxxx thereof, and (ii) if such notice or knowledge is received or acquired by Xxxxxx, he shall promptly notify TKZ thereof; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any liability or obligation hereunder under this Article XI to provide indemnification unless (and then solely to the extentextent that) the party from whom such indemnification is sought is prejudiced. (b) Any party from whom such indemnification is sought (the "Indemnifying Party") shall have the right to defend the party seeking such indemnification (the "Indemnified Party") against such claim by another person (the "Third Party thereby is damaged as a result Claim") with counsel of such failure. In the event any Indemnifying Party notifies Party's choice reasonably satisfactory to the Indemnified Party so long as (i) within 15 fifteen days after the Indemnified Party has given notice of the matter Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party from and against all Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim, (iii) the Indemnifying Party will defend provides the Indemnified Party against the matter with counsel of its choice evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim seeks only money damages and not an injunction or other equitable relief, (iv) 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 adverse to the continuing business interests of the Indemnified Party, and (iiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.05(b) hereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Claim, (iiiii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the written prior consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (iviii) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, to the Third Party Claim without the written prior consent of the Indemnified Party Party. (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice d) If any of the matter that the Indemnifying Party conditions specified in Section 11.05(b) hereof is assuming the defense thereofor becomes unsatisfied, however, and/or in (i) the event Indemnified Party, upon prior written notice to the Indemnifying Party shall fail to defend such claim actively and in good faithParty, then the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the matter Third Party Claim in any manner it reasonably may deem appropriateadvisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties 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 disbursements and amounts paid in settlement), and (iii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party (the "Indemnifying Party") under this Section 79, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of promptly (and in any event within 30 days after receiving any written notice from a third party). Once the Indemnified Party in notifying has given notice of the matter to the Indemnifying Party, the Indemnified Party shall relieve may defend against the Indemnifying Party from matter in any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuremanner it reasonably may deem appropriate. In the event any the Indemnifying Party notifies the Indemnified Party within 15 days at any time after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 7SECTION 8, then the Indemnified Party shall notify the in writing each Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of and materially prejudiced from adequately defending such failureclaim. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement or compromise which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies in writing the Indemnified Party within 15 twenty (20) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other Party(ies) to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. If any third party shall notify notifies any Party party hereto (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 710, then the Indemnified Party shall will notify the Indemnifying Party thereof promptlypromptly and in any event within 10 days after receiving any written notice from a third party; provided, however, provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as a result prejudiced thereby. Once the Indemnified Party has given notice of such failurethe matter to the Indemnifying Party, the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate. In the event any the Indemnifying Party notifies the Indemnified Party within 15 10 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, of such matter (ia) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iib) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the counsel Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party has selected has a conflict of interestParty), (iiic) the Indemnified Party will not consent to the entry of any a judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), ) and (ivd) the Indemnifying Party will not consent to the entry of any a judgment with respect to the matter, matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party notifies the Purchaser (the "Indemnified Party") with respect to any matter which may give rise to a claim (other than a Tax Claim) for indemnifica tion indemnification against any other Party the Seller (the "Indemnifying Party") under this Section 7Article X, then the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party thereof promptlypromptly and in any event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as a result of such failureactually prejudiced thereby. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after Once the Indemnified Party has given notice of the matter that to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will shall be responsible for the fees and expenses of the one separate co-counsel for all Indemnified Parties to the extent the Indemnified Party reasonably concludes is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest), or (iiiy) there are legal defenses available to the Indemnified Party will that are different from or additional to those available to the Indemnifying Party), and the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. Assumption of the defense of any matter by the Indemnifying Party shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article X. The Indemnified Party shall not consent to the entry of any a judgment or enter into any settlement with respect to the any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party (Party, which consent may not to be unreasonably withheld unreasonably)or delayed; provided, and (iv) however, that if the Indemnifying Party will has failed to provide indemnification required to be provided pursuant to this Article X for fifteen days after a request therefor, then the Indemnified Party may take any such action without the consent of the Indemnifying Party. The Indemnifying Party shall not consent to the entry of any a judgment with respect to the matter, any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld unreasonablyor delayed). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. 14.12.1 If any third Person other than a party shall notify any Party to this Agreement (the a "Indemnified Third Party") with respect to any matter asserts a right or claim which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party") indemnification under this Section 7Article (a "Third Party Claim"), then any party having Knowledge of the Indemnified Party matter shall promptly notify the Indemnifying Party thereof promptlyother parties of the matter; provided, however, provided that no any delay on the part of by the Indemnified Party in notifying providing notice shall not affect the right of indemnification unless the Indemnifying Party shall relieve Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. 14.12.2 An Indemnifying Party from may defend an Indemnified Party against any liability or obligation hereunder unless Third Party Claim giving rising to a right of indemnification under this Article provided (and then solely to the extenta) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen days after the Indemnified Party has given notice receipt of the matter notice required under this Section that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified Party as required by this Article, (ib) the Indemnifying Party will defend provides the Indemnified Party against with reasonable evidence that the matter Indemnifying Party will have the financial resources to both undertake the defense and fulfill its indemnification obligations, (c) the Third Party Claim involves only money damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (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 Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party's choice of legal counsel of its choice for a defense under this Subsection 14.12.2 shall be reasonably satisfactory to the Indemnified Party. 14.12.3 At any time an Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 14.12.2, (ii) the Indemnified Party may retain separate co-counsel at its sole cost own expense and expense (except that participate in the defense. If both the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that are participating in the counsel the Indemnifying Party has selected has a conflict of interest)defense, (iii) the Indemnified Party will not neither may consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the other's prior written consent of the Indemnifying Party (consent, which shall not to be withheld unreasonably). 14.12.4 If, and (iv) the however, at any time an Indemnifying Party will is conducting the defense of the Third Party Claim but not in accordance with Section 14.12.2, the Indemnified Party may conduct its own defense and may consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, to the matter Third Party Claim in any manner it may reasonably may deem appropriate.determine with the consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 14.12.4 shall not affect its right of indemnification under this Article. ARTICLE 15

Matters Involving Third Parties. (a If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 7Article VIII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged prejudiced. (b 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 result of such failure. In (i) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 five (5) days after the Indemnified Party has given notice of the matter Third Party Claim that the Indemnifying Party is assuming will indemnify the defense thereofIndemnified 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, (iii) the Indemnifying Party will defend 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 matter Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with counsel respect to, the Third Party Claim is not, in the good faith judgment of its choice reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Notwithstanding anything herein to the contrary, 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). (c So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), Claim and (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld, conditioned or delayed), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying Party") under this Section 76, then the Indemnified Party shall notify the Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

Matters Involving Third Parties. If In the event that any claim shall be asserted or action commenced by any third party shall notify any Party against a party hereto entitled to indemnification hereunder (the an "Indemnified Party") with respect to any matter which may give rise to ), which, if sustained, would result in a claim for indemnifica tion against any indemnification hereunder, (an "Indemnifiable Claim"), Indemnified Party, within a reasonable time after learning of such claim, but in no event more than twenty-five days thereafter, shall give written notice to the other Party party (the "Indemnifying PartyIndemnitor") under this Section 7of such claim giving the particulars thereof, then the and shall extend to Indemnitor a reasonable opportunity to defend against such claim, at Indemnitor's sole expense and through legal counsel reasonably acceptable to Indemnified Party shall notify the Indemnifying Party thereof promptlyParty, provided that Indemnitor proceeds in good faith, expeditiously and diligently; provided, however, that no delay on the part right of the Indemnified Party to indemnification shall be reduced in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation event of its failure to give timely notice hereunder unless (and then solely only to the extent) extent Indemnitor is prejudiced thereby. No determination shall be made with respect to an Indemnifiable Claim hereunder while such defense is still being made until the Indemnifying Party thereby is damaged as a result earlier of such failure. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend resolution of said claim by Indemnitor with the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Partythird party claimant, or (ii) the termination of the defense by Indemnitor against such claim or the failure of Indemnitor to prosecute such defense in good faith in an expeditious and diligent manner. Indemnified Party may retain separate co-shall be entitled to rely upon the opinion of its counsel as to the occurrence of either of said events. Indemnified Party, at its sole cost option and expense expense, shall have the right to participate in - 29 - 38 any defense undertaken by Indemnitor with legal counsel of its own selection; provided, however, Indemnitor shall have the right to conduct the defense of and, subject to this subparagraph (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interesti), (iii) the Indemnified Party will not consent to the entry settle such third party claim. No settlement or compromise of any judgment or enter into any settlement with respect to claim which may result in an Indemnifiable Claim, as the matter case may be, may be made by Indemnitor without the prior written consent of Indemnified Party unless (A) prior to such settlement or compromise Indemnitor acknowledges in writing its obligation to pay in full the Indemnifying amount of the settlement or compromise and all associated expenses and Indemnified Party is furnished with security reasonably satisfactory to Indemnified Party that Indemnitor will in fact pay such amount and expenses or (not to be withheld unreasonably), and (ivB) the Indemnifying Party will not consent to the entry such settlement includes as a term thereof a general release of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect theretosuch claim. Notwithstanding any other provision of this Section 9.3, without if Indemnified Party withholds its consent to a settlement or elects to continue the written consent defense of any claim, where but for such action the Indemnitor could have settled such claim, the Indemnitor shall be required to indemnify Indemnified Party only up to the amount of the Indemnified Party (not to be withheld unreasonably). In bona fide settlement offer for which the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend Indemnitor could have settled such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateclaim.

Matters Involving Third Parties. If Subject to Section 7(a), if any third party shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion indemnification under this Section 7 by such Party (the "INDEMNIFIED PARTY") against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 7), then the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is can demonstrate that it was damaged as a result of by such failuredelay. In the event any Indemnifying Party notifies the Indemnified Party If, within 15 days after the Indemnified Party has given notice of pursuant to the preceding sentence, the Indemnifying Party gives written notice to the Indemnified Party acknowledging that the Indemnified Party is entitled to indemnification hereunder with respect to such matter and stating that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (and, with respect to environmental matters, consultants and contractors) chosen by the Indemnifying Party (and reasonably satisfactory to the Indemnified Party), (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a preexisting conflict of interestinterest and the Indemnified Party provides notice of such conflict promptly after it is discovered), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably)Party. In the event the Indemnifying Party does not notify the Indemnified Party within If, by 15 days after the Indemnified Party has given notice pursuant to the first sentence of the matter that this Section 7(d), the Indemnifying Party is has failed to give written notice to the Indemnified Party acknowledging the Indemnified Party's right to indemnification hereunder with respect thereto and assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriateappropriate without prejudice to the Indemnified Party's right to indemnity from the Indemnifying Party.

Matters Involving Third Parties. If (a)If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnifica tion indemnification against any other Party (the "“Indemnifying Party"”) that exceeds the Deductible under this Section 7Agreement, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlythereof; provided, however, that no delay on the part of the Indemnified Party in notifying failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party from any liability or obligation of its obligations hereunder unless (and then solely except to the extentextent such failure shall have materially prejudiced the Indemnifying Party. (b)Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party thereby is damaged as a result of such failure. In the event any Indemnifying Party notifies the Indemnified Party Party, within 15 days ten (10) Business Days after the Indemnified Party has given notice of the matter Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense thereofof such Third Party Claim, provided, that if the Indemnifying Party assumes control of such defense it must first agree and acknowledge in such notice that the Indemnifying Party is fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnified Party) for all Losses relating to such Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any potential damage to the goodwill, reputation or overriding commercial interests of the Buyer, any Opto-tech Entity or the Business (including customer and supplier relations), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. 27 (c)So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party will defend may conduct the Indemnified defense of the Third Party against the matter Claim in accordance with counsel of its choice reasonably satisfactory to the Indemnified PartySection 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a an actual or potential conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld, conditioned or delayed), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, thereto without the prior written consent of the Indemnified Party, and (v) the Indemnified Party (not to be withheld unreasonably)shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or conditions in Section 6.3(b) are not satisfied or become unsatisfied in the event the Indemnifying case of any Third Party shall fail to defend such claim actively and in good faithClaim, then the Indemnified Party may defend against, or enter into any settlement assume control of the defense of such claim to the entire exclusion (including with respect to, to settlement or entry of judgment) and at the matter in any manner it reasonably may deem appropriateentire expense of the Indemnifying Party. 4.

Matters Involving Third Parties. If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 78, then the Indemnified Party shall notify the each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is damaged as a result of such failuredamaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iA) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iiB) the Indemnified Party may retain separate co-counsel at KINDERHOOK SYSTEMS, INC. STOCK PURCHASE AGREEMENT -44- 50 its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (iiiC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (ivD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the no Indemnifying Party does not notify notifies the Indemnified Party within 15 thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or her) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued. In such event, the Indemnifying Party shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Indemnified Party may be liable with respect to such action. In addition, the Party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and timely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Matters Involving Third Parties. (i) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter which (a “Third-Party Claim”) that may give rise to a claim for indemnifica tion indemnification against any other Party (the "“Indemnifying Party"”) under this Section 78, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is damaged as a result of such failureprejudiced. In the event any (ii) Any Indemnifying Party notifies will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the matter Third-Party Claim; provided, however, that the Indemnifying Party is assuming must conduct the defense thereof, (i) of the Indemnifying Third-Party will defend the Indemnified Party against the matter with counsel of Claim actively and diligently thereafter in order to preserve its choice reasonably satisfactory to the Indemnified Party, (ii) rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (except that iii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel not consent to the extent 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 reasonably concludes that (not to be unreasonably withheld) unless the counsel judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party has selected has a conflict of interest), and (iiiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the matter Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), and . (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party will not Claim in accordance with Section 8(d)(ii) above, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, on or enter into any settlement with respect to, the matter Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may deem appropriate.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. If any third party shall notify notifies any Party party hereto (the "“Indemnified Party"”) with respect to any matter which may give rise to a claim for indemnifica tion indemnification against any the other Party party hereto (the "“Indemnifying Party"”) under this Section 7SECTION 10, then the Indemnified Party shall will notify the Indemnifying Party thereof promptlypromptly and in any event within thirty (30) days after receiving any written notice from a third party; provided, however, provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall will relieve the Indemnifying Party from any liability or obligation hereunder unless (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is damaged as a result prejudiced thereby. Once the Indemnified Party has given notice of such failurethe matter to the Indemnifying Party, the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate. In the event any the Indemnifying Party notifies the Indemnified Party within 15 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, of such matter (ia) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (iib) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the Indemnified Party’s separate co-counsel to the extent (i) the Indemnified Party reasonably concludes in good faith that the counsel the Indemnifying Party has selected has a conflict of interest, (ii) the Indemnifying Party is not capable by reason of insufficient financial capital, bankruptcy, receivership, liquidation, managerial deadlock or similar events of maintaining a reasonable defense of such action or proceeding, or (iii) the action or proceeding seeks injunctive or other equitable relief against the Indemnified Party), (iiic) the Indemnified Party will not consent to the entry of any a judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), ) and (ivd) the Indemnifying Party will not consent to the entry of any a judgment with respect to the matter, matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld or delayed unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, however, and/or in the event the Indemnifying Party shall fail to defend such claim actively and in good faith, then the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.