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 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 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 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 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 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 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. 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 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 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 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 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 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 (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 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 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. 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. 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. 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 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. (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 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") 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") 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. 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 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. (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. 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 (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 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 any third party action indemnifiable under this Article VI shall notify any Party (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnifica tion be brought, asserted or threatened against any other Party (the "Indemnifying Party") person indemnified under this Section 7Article VI, then the Indemnified Party shall promptly notify the Indemnifying Indemnitor. A failure to notify the Indemnitor timely or at all shall reduce the liabilities and obligations of the Indemnitor under Article VI only to the extent the Indemnitor actually shall be prejudiced by the failure. The Indemnitor shall assume the defense of the action, including the employment of counsel satisfactory to the Indemnified Party thereof promptly; providedand the payment of all related fees and expenses, but the Indemnified Party may employ separate counsel in the action and participate in the defense of the action at its own expense. The Indemnified Party, however, may by written notice to the Indemnitor assume the defense of the action, including the employment of counsel, at the expense of the Indemnitor (except that no the Indemnitor shall not be liable for the fees and expense of more than one such separate counsel with respect to the action) if: the Indemnitor fails to take one or more of the following acts without a delay on that reasonably could be expected to be prejudicial to the part interests of the Indemnified Party Party: (i) acknowledge in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely writing to the extentIndemnified Party the liability of the Indemnitor to the Indemnified Party under this Article VI with respect to the action, (ii) assume the Indemnifying Party thereby is damaged defense, (iii) post an indemnity or similar bond (in form and substance satisfactory to the Indemnitor) in an amount equal to the full amount for which the Indemnitor may be liable as a result of such failure. In the event any Indemnifying Party notifies action (including penalties and interest) or provide other evidence satisfactory to the Indemnified Party within 15 days after to the Indemnified Party has given notice ability of the matter Indemnitor to pay that the Indemnifying Party is assuming the defense thereof, amount in full or (iiv) the Indemnifying Party will defend the Indemnified Party against the matter with employ counsel of its choice reasonably satisfactory to the Indemnified Party. the person against whom the action shall be brought, asserted or threatened (including any impleaded parties) include the Indemnified Party and the Indemnitor and the Indemnified Party is advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different or in addition to those available to the Indemnitor. the Indemnified Party reasonable believes that the action or an unfavorable resolution of the action may materially and adversely affect the business, properties, operations, prospects or condition (financial or otherwise) of the Indemnified Party and its affiliates other than as a result of the payment of money damages. If the Indemnified Party has assumed the defense of the action pursuant to any conditions stated above, then the Indemnitor shall not have the right to assume the defense of the action on behalf of the Indemnified Party and the Indemnified Party shall have the right to control the defense, compromise or settlement of any action indemnifiable under this Article on behalf of and for the account and risk of Indemnitor. The Indemnitor shall be bound by the result of the defense of any action, whether the defense shall have been assumed by the Indemnitor or by the Indemnified Party, and shall indemnify the Indemnified Party against, and hold the Indemnified Party harmless from, any loss in any way relating to or allegedly arising in connection with the matter or matters which shall be the basis of the action or otherwise connected to the action, except that the Indemnitor shall not be liable for the payment of the amount of money damages provided in a settlement of any action indemnifiable under this Article defended by the Indemnified Party pursuant to (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), or (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter above that shall have been effected without the written consent of the Indemnifying Party (Indemnitor, which consent shall 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 appropriateunreasonably withheld.

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. (a) If any a claim by a third party shall notify any Person is made against a Party (the "an “Indemnified Party"”) (other than a claim involving Taxes, which shall be controlled solely by Buyer, and if such party intends to seek indemnity with respect to any matter which may give rise to a claim for indemnifica tion against any thereto in accordance with this Article VI, such Indemnified Party shall promptly notify the other Party (the "Indemnifying Party"“Indemnitor”) under in writing of such claim, setting forth in reasonable detail the claim, the facts giving rise to such claim and/or references to the provisions of this Section 7Agreement pursuant to which such claim for indemnification was made (the “Third Party Notice”)), then provided, that the failure to provide a Third Party Notice shall not relieve or otherwise affect the obligation of the Indemnitor to provide indemnification hereunder, except to the extent that any Losses directly resulted or were caused by such failure or the ability of the Indemnitor to mitigate damages or defend against the indemnifiable claim is prejudiced thereby. The Indemnitor shall have thirty (30) calendar days (or before the date that is five (5) days before the required response date (provided notice is given at least ten (10) days prior to the required response date), if the claim requires a response before the expiration of such thirty (30) day period) after receipt of a Third Party Notice to provide written notice (the “Control Notice”) to the Indemnified Party that the Indemnitor will undertake to conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall notify the Indemnifying Party thereof promptly; providedcooperate with it in connection therewith. If a Control Notice is delivered, 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-participate in such settlement or defense through counsel chosen by such Indemnified Party and paid at its sole cost and own 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 which expense shall not consent to the entry constitute part of any judgment or enter into any settlement with respect to Loss that is the matter without the written consent subject 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 unreasonablyindemnity under this Article VI). In If the event the Indemnifying Party Indemnitor does not notify the Indemnified Party within 15 thirty (30) calendar days (or before the date that is five (5) days before the required response date (provided notice is given at least ten (10) days prior to the required response date), if the claim requires a response before the expiration of such thirty (30) day period) after the Indemnified receipt of a Third Party has given notice of the matter Notice that the Indemnifying Party is assuming it elects to undertake the defense thereof, howeverthe Indemnified Party shall have the right to undertake, and/or the defense of the claim, but shall not thereby waive any right to indemnity therefore. Notwithstanding the foregoing, the Indemnified Party shall upon notice to the Indemnitor assume control, through counsel of its own choosing, the settlement or defense of an indemnification claim if (i) the Indemnitor fails to diligently pursue such defense with customary care that a reasonably prudent person would exercise under the circumstances, (ii) the claim is by any Tax authority or criminal sanctions may result, (iii) the claimant seeks equitable relief against the Indemnified Party; or (iv) 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 tois the Buyer, the matter third party is seeking damages which exceed the remaining Escrow Amount. The Party handling such defense shall pursue such defense with the customary care that a reasonably prudent person would exercise under the circumstances. If the Indemnitor decides not to undertake conduct and control of the settlement or defense of a claim, the Indemnitor may nonetheless participate in any manner it reasonably may deem appropriatesuch settlement or defense through counsel chosen by such Indemnitor and paid at its own expense.

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 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.

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 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, 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 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 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 Adverse Consequences; 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 an actual 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 prior 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 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 (A) the Indemnified Party may defend againsthimself or itself against the matter with counsel of its choice, (B) the Indemnifying Party may retain separate co-counsel at its sole cost and expense, (C) 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 prior written consent of the Indemnifying Party, and (D) 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 tothereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). 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 matter 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 manner it reasonably may deem appropriatehearing or other court proceeding relating to the third-party claim.

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 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. (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 the other Party (the "Indemnifying Party") under this Section 78, 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. (ii) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice 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 10 business 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 the counsel the Indemnifying Party has selected has a conflict of interest), (iii) from and against any Adverse Consequences the Indemnified Party will not consent to may suffer resulting from, arising out of, relating to, in the entry of any judgment nature of, or enter into any settlement with respect to caused by the matter without the written consent of the Indemnifying Third Party Claim, (not to be withheld unreasonably), and (ivB) 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 provides the Indemnified Party from all Liability with respect thereto, without the written consent of evidence reasonably acceptable to 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 will have the defense thereof, however, and/or in the event the Indemnifying Party shall fail financial resources to defend such claim actively against the Third Party Claim and in good faithfulfill its indemnification obligations hereunder, then (C) the Indemnified Third Party may defend againstClaim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or enter into any settlement an adverse judgment with respect to, the matter Third Party Claim is not, in any manner it reasonably may deem appropriate.the good faith judgment of the Indemnified Party, likely to establish a presidential custom of practice adverse to the continuing business interests of the

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. (a) If any third Proceeding shall be instituted, or any claim or demand made, against an indemnified party or a party which proposes to assert that the provisions of this Article IX apply (the “Indemnified Party”) such Indemnified Party shall notify any give prompt written notice of the claim to the party obliged or alleged to be so obliged to indemnify such Indemnified 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 ”). The omission to so notify the Indemnifying Party thereof promptlyshall not relieve such Indemnifying Party from any duty to indemnify in respect of such claim unless the omission to notify materially prejudice the ability of the Indemnifying Party to participate in or assume the defense of such claim. After any Indemnifying Party has received notice from an Indemnified Party that a claim has been asserted against such Indemnified Party, the Indemnifying Party shall promptly pay to the Indemnified Party the amount of such Damages in accordance with and subject to the provisions of this Section 9.4; provided, however, that no delay on such payment shall be due during any period in which the part Indemnifying Party is contesting in good faith either its obligation to make such indemnification or the amount of the Damages payable, or both. After any Indemnifying Party has received notice from an Indemnified Party in notifying that a claim has been asserted against it by a third party, the Indemnifying Party shall relieve have the right, upon giving written notice to the Indemnified Party, to participate in the defense of such claim and to elect to assume the defense against the claim, at its own expense, through the Indemnified Party’s attorney or an attorney selected by 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 approved by the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter Party, which approval shall not be unreasonably withheld or delayed; provided, however, that the Indemnifying Party is assuming the it shall be a condition to such election to assume such defense thereof, that (i) the Indemnifying Party will defend shall provide the Indemnified Party against the matter with counsel of its choice evidence reasonably satisfactory acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the claim and to fulfill its indemnification obligations hereunder, and (ii) the claim involves only money damages and does not seek an injunction or other equitable relief. If the Indemnifying Party fails to give prompt written notice of such election within thirty days of notice, then the Indemnifying Party shall be deemed to have elected not to assume the defense of such claim and the Indemnified Party may defend against the claim with its own attorney. The Indemnifying Party agrees that if it assumes such defense, it will conduct such defense actively and diligently. If the Indemnifying Party is conducting the defense of a claim, 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 participate 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 appropriatedefense.

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 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") 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. 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 (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. 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 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 party hereto (the "Indemnified PartyINDEMNIFIED 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 PartyINDEMNIFYING 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 materially 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 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 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. (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. If any third party 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 711, 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 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 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 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 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 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.

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. 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 PartyADVANCED INFORMATION SOLUTIONS, INC. STOCK PURCHASE AGREEMENT - 40 - Xxxxxxxxxxx Xxxxx, (iiX) the xxx 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 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 (including any governmental agency or authority) shall notify any Party Buyer Indemnitee or Seller Indemnitee, as the case may be (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 either Buyer or Seller, as the case may be (the "Indemnifying Party") under this Section 7Article 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof promptly; providedin writing. The Indemnifying Party shall, however, that no delay on the part within 30 days after receipt of the Indemnified Party notice described in notifying Section 8.4(a), assume and thereafter conduct 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 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 with counsel of its choice reasonably satisfactory to the Indemnified Party at the sole expense of the Indemnifying Party; provided, (ii) however, that the Indemnified Party may retain separate co-participate in such settlement or defense through counsel at its sole cost chosen by such Indemnified Party, provided that the fees and expense (except expenses of such counsel shall be borne by such Indemnified Party; and provided, further, that 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 the Indemnifying Party has selected has a conflict and does not impose an injunction or any other equitable relief upon the Indemnified Party. Unless and until the Indemnifying Party assumes the defense of interest)the Third Party Claim as provided in Section 8.4(b) above, (iii) however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, but shall not thereby waive any right to indemnify therefor pursuant to this Agreement; provided, however, that the Indemnified Party will not consent to the entry of any judgment 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). The specific provisions of Sections 5.5(c), 5.5(d), 8.5 and (iv) the Indemnifying Party 8.7 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 govern in the event of any conflict with 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 appropriategeneral provisions of this Section 8.4.

Matters Involving Third Parties. (a) If any third party shall notify any Buyer Indemnified Party or any Seller 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 Party party (the "Indemnifying Party") under this Section 713, 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 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 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. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 13.4(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, (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 withheld, delayed or conditioned 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 withheld, delayed or conditioned 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 13.4(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 (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any A-32 39 settlement with respect to, the matter Third Party Claim in any manner 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), (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), 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 Section 13. 13.5

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. 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 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 any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely only to the extent) the that 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, (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 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 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 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. (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 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. (a) If any third party shall notify any Party (the "Indemnified Party") with respect to Buyer or Vitallo 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 VIII, then the Indemnified Party (i) if such notice or knowledge is received or acquired by Buyer, Buyer shall promptly notify the Indemnifying Party thereof promptlyVitallo thereof, and (ii) if such notice or knowledge is received or acquired by Vitallo, he shall promptly notify Buyer 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 VIII 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 27 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 8.05(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 8.05(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 VIII.

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. 41 (a) If any third party shall notify any Buyer Indemnified Party or Seller 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 Party (the "“Indemnifying Party"”) under this Section 7Article VIII, 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 each Indemnifying Party thereof promptlyin writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part failure of the Indemnified Party in notifying the Indemnifying Party to give any notice required under this Section 8.4(a) shall not relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely of its obligations under this Article VIII except to the extent) the , if at all, that such Indemnifying Party thereby is damaged as a result shall have been prejudiced thereby. (b) Any Indemnifying Party shall be entitled to participate in the defense of such failure. In the event any Third-Party Claim at such Indemnifying Party notifies Party’s expense, and, upon agreeing in writing that it is obligated to indemnify the Indemnified Party within 15 days after with respect to such Third-Party Claim hereunder, at its option will have the Indemnified Party has given notice right at any time to assume and thereafter conduct the 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 with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that (i) in no event shall the Indemnifying Party be permitted to assume the defense of a Third-Party Claim if (A) the Indemnified Party reasonably determines that such Third-Party Claim may materially and adversely impact the reputation of such Indemnified Party or one of its Affiliates or (B) such Third-Party Claim involves an Educational Agency or an Educational Approval, and (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 Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned), unless the Indemnifying Party shall (A) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (B) not encumber any of the material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and (C) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third-Party Claim, in which case no consent will be required; and provided, further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim (it being understood, however, that the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party, except in those instances where counsel selected by the Indemnifying Party has a conflict of interest (based on the advice of counsel to this effect), in which case then the Indemnifying Party shall pay the expenses of both the Indemnified Party’s counsel and the Indemnifying Party’s counsel). An Indemnified Party shall not settle or compromise any Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld, delayed or conditioned), . The Indemnifying Party shall keep the Indemnified Party informed of all material developments and (iv) events relating to such Third Party Claims. The Indemnified Party will cooperate with the Indemnifying Party will not consent to and its counsel in the entry review, investigation and defense of any judgment with respect such claim, shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested by the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant Indemnifying Party 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)connection therewith. In the event If the Indemnifying Party does not notify the Indemnified Party in writing within 15 twenty (20) days after the receipt of the Indemnified Party has given Party’s written notice of the matter a claim of indemnity hereunder that the Indemnifying Party is assuming it elects to undertake 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 againstshall have the right to contest, settle or enter into compromise the Third-Party Claim, but shall not thereby waive any settlement with respect to, the matter in any manner it reasonably may deem appropriate.right to indemnity therefor pursuant to this Agreement. 42 Section 8.5

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 party hereto (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 the other Party party hereto (the "Indemnifying Party") under this Section 711, 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 as a result of such failureprejudiced. 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 and its legal representative(s) shall have, at the Indemnifying Party's election, the right to compromise, defend or cure any such Third Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with Claim through 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) Party's own choosing at 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's own expense. In the event the Indemnifying Party does not intends to compromise, defend or cure any such Third Party Claim, (a) the Indemnifying Party shall notify the Indemnified Party of such intention within 15 fourteen (14) days after the Indemnifying Party's receipt of a notice from the Indemnified Party has given notice of a Third Party Claim and (b) the matter Indemnified Party shall cooperate in all respects with the Indemnifying Party in the compromise, defense or cure of any such Third Party Claim. In the event that the Indemnifying Party does not give notice to the Indemnified Party hereunder of its intention to compromise, defend or cure within such 14-day time period or does not in good faith compromise, defend or cure after such notice is assuming given, thus causing the defense thereofIndemnified Party to take action on its behalf to defend, howevercompromise, and/or cure or otherwise resolve such Third Party Claim, then, in such event, the event action taken by the Indemnified Party shall be conclusively deemed to have, in all respects, been necessary and reasonable and the Indemnifying Party shall fail be estopped from alleging to defend the contrary. In the event the Indemnified Party shall have to take such claim actively and in good faithaction on its behalf, then the Indemnified Party may defend against, or enter into any settlement seek and demand from the Indemnifying Party payment of all costs expended by the Indemnified Party with respect toto such Third Party Claim (including, without limitation, reasonable attorneys' fees and other costs incurred by the matter Indemnified Party in defending, settling, compromising or inquiring as to any manner it reasonably may deem appropriatesuch Third Party Claim or course of action). In any event, all reasonable attorneys' fees and costs incurred by the Indemnified Party with regard to notifying the Indemnifying Part of such Third Party Claim shall also be included in this indemnity.

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 VII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof promptlyin writing and shall provide all relevant information and documentation in the Indemnified Party's possession; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party or in providing any such relevant information and documentation 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 (but only insofar as such Third Party Claim may give rise to a result of such failure. In claim for indemnification against that Party (a "Covered Matter")) so long as the event any Indemnifying Party notifies the Indemnified Party in writing within 15 60 days after the Indemnified Party has given notice of the matter Covered Matter 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, or caused by the Covered Matter. (c) So long as the Indemnifying Party is assuming conducting the defense thereofof the Covered Matter in accordance with Section 7.04(b) above, (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 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 Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest)Covered Matter, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter Covered Matter without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, 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 Covered Matter without the prior written consent of the Indemnified Party (A) in any case in which (1) the Indemnified Party may be subject to an injunction or other equitable relief pursuant to the proposed judgment or settlement or (2) settlement of, or an adverse judgment with respect to, the Covered Matter is, 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 (B) provided, that if the Indemnified Party withholds such consent with respect to any monetary award, the Indemnified Party shall thereafter be responsible for the defense of such Covered Matter and the Indemnifying Party's liability with respect thereto shall not to be exceed the amount of the proposed judgment or settlement from which the Indemnified Party withheld unreasonably)its consent. (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 7.04(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 appropriate.appropriate (and the Indemnified Party 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 Covered Matter (including reasonable attorneys' fees and expenses), and (iii) 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 Covered Matter to the fullest extent provided in this Article VII. 7.05

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") with respect ”), notice shall be given by the Indemnified 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 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. 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. 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. (a) If any third party shall notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (the "Indemnified Party"each, a “Third Party Claim”) with respect to any matter which may give rise to a claim for indemnifica tion against any other Party (the "Indemnifying Party") under indemnification pursuant to this Section 7‎Article VIII, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof promptlyin writing stating that the Third Party Claim may give rise to a claim for indemnification against the Indemnifying Party and specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying 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 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (ib) the The Indemnifying Party will defend have the Indemnified Party right at any time to assume the defense against the matter Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified PartyParty and control the defense of such Third Party Claim so long as the Indemnifying Party conducts such defense in a reasonably diligent manner. 31 (c) From and after the date that the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with ‎Section 8.5‎(b), (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in, but not control, the defense of the Third Party Claim; (except that ii) the Indemnifying Party and the Indemnified Party shall cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees and Representatives; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action which has the affect of waiving, its attorney-client privilege with respect thereto; (iii) 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 (which shall not be unreasonably withheld, conditioned or delayed) unless the counsel judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party has selected has a conflict of interest), and does not impose an injunction or other equitable relief upon the Indemnified Party; and (iiiiv) 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 (which shall not to be withheld unreasonably)unreasonably withheld, and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, conditioned 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 unreasonablydelayed). (d) 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 has not assumed the defense of the Third Party Claim after notice thereof, 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, or enter into any settlement with respect to, against the matter Third Party Claim in any manner it reasonably may deem appropriate.; (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) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (iii) the Indemnifying Party will remain responsible for any costs the Indemnified Party may incur resulting from the Third Party Claim to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder. Section 8.6

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. 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 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 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 (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 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 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 shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter which that may give rise to a claim for indemnifica tion indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 7ARTICLE 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 Partychoice, (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)expense, (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)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 or compromise that 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 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. 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. (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 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 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 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. (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 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 7Article VIII, then the Indemnified Party shall will notify the ----- Indemnifying Party thereof promptly, but in no event later than ten Business Days, after receiving such notice; 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 (and then solely the Indemnifying Party is actually prejudiced thereby. Once the Indemnified Party has given notice of the matter to the extentIndemnifying Party, the Indemnifying Party may defend against the matter in any manner it reasonably may deem appropriate; provided that (a) the Indemnified Party may retain separate counsel at its sole cost and expense to participate in such defense (provided that such participation does not unreasonably interfere with the Indemnifying Party's ability to defend against the matter), and (b) the Indemnifying Party thereby is damaged as a result shall not be entitled to assume control of such failure. In defense and shall pay the event any reasonable fees and expenses of counsel retained by the Indemnified Party and reasonably acceptable to the Indemnifying Party notifies if (1) such matter relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (2) a material conflict of interest exists between the Indemnifying Party and the Indemnified Party (the parties agreeing that a dispute over legal fees will not constitute such a conflict of interest); or (3) the Indemnifying Party fails to defend such a claim. The Indemnified Party will provide any assistance reasonably requested by the Indemnifying Party; provided that the Indemnifying Party will reimburse the Indemnified Party for all expenses (including, without limitation, fees and expenses of counsel selected by the Indemnifying Party) as they are accrued in connection with providing such assistance. The Indemnifying Party will not consent to the entry of a judgment or enter into any settlement agreement with respect to such matter without the written consent of the Indemnified Party (which consent will not be unreasonably withheld), unless such judgment or settlement involves only money Damages for which the Indemnifying Party will be liable or otherwise releases the Indemnified Party from all liability with respect to such matter. If the Indemnifying Party does not notify the Indemnified Party within 15 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereofall responsibility therefor, (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)defend against, (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter in any manner the Indemnified Party reasonably deems appropriate without waiving any right to indemnity therefor by the Indemnifying Party; provided that the Indemnified Party will not consent to the entry of a judgment or enter into any settlement with respect to such matter without the written consent of the Indemnifying Party (which consent will 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. (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. 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 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. (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 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. (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.