Common use of Matters Involving Third Parties Clause in Contracts

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

Matters Involving Third Parties. (ia) If any third party shall notify any indemnified party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") indemnifying party under this Section 87, then the Indemnified Party indemnified party shall promptly notify each Indemnifying Party indemnifying party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party indemnifying party will have the right to defend the Indemnified Party indemnified party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party indemnifying party notifies the Indemnified Party indemnified party in writing within 15 20 days after the Indemnified Party indemnified party has given notice of the Third Party Claim that the Indemnifying Party indemnifying party will indemnify the Indemnified Party indemnified party from and against the entirety of any Adverse Consequences Damages the Indemnified Party indemnified party may suffer resulting from, arising out of, relating to, in the nature of, from 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, (Cii) 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 relief that is not, in the good faith judgment of the Indemnified Party, likely to establish have a precedential custom or practice materially material adverse to effect on the continuing business interests of the Indemnified Party, indemnified party; and (Eiii) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party indemnifying party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (iiic) So long as the Indemnifying Party indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.5(b) above, (Ai) the Indemnified Party 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, Claim and (Bii) the Indemnified Party indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (indemnifying party, which consent shall not to be unreasonably withheld unreasonably)or delayed. Each indemnified party shall, and (C) shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party will not consent to indemnifying party in the entry defense of any judgment or enter into any settlement with respect to the such Third Party Claim without being defended by the prior written consent of indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the Indemnified Party (not to be withheld unreasonably)indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (ivd) In the event any of the conditions in Section 8(d)(ii7.5(b) and 7.5(c) above is are or becomes unsatisfied, howeverbecome unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (Ai) the Indemnified Party may indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties indemnifying parties will reimburse the Indemnified Party promptly and periodically indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other Party the Acquiror Principal Shareholder (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii12.3(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions condition in Section 8(d)(ii12.3(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XI.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which that may give rise to a right to claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8SECTION 8.2 or SECTION 8.3, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writingwriting (the "Claim Notice"); PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby. The Indemnifying Party will have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing (within 15 twenty (20) days after the Indemnified Party has given notice of the Third Party Claim Notice) that the Indemnifying Party will indemnify the Indemnified Party from fulfill its indemnification obligations hereunder 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, (Cii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) . So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) abovethis SECTION 8.4, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, except in the cases involving only money damages which are not likely to be withheld unreasonably). (iv) establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party. In the event any of the conditions in Section 8(d)(ii) above this SECTION 8.4 is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and only with consent from the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith(not to be unreasonably withheld), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesexpenses if the Indemnified Party delivers an undertaking to repay if not ultimately entitled to indemnification), and (Ciii) the Indemnifying Parties will remain responsible responsible, subject to the terms and limitations set forth in this ARTICLE VIII, 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 8Agreement.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM"“Third-Party Claim”) which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article 12, then the Indemnified Party shall shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing; PROVIDED. Thereafter, HOWEVER, that no delay on the part of the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in notifying any the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to any Indemnified Party, except to the extent) extent that the Indemnifying Party thereby demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is materially prejudicedprejudiced by the Indemnified Party’s failure to give or delay in giving such notice. (iib) Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim Party; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. Should an Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during with the Indemnifying Party has not assumed the defense thereof. (ivc) In Unless and until an Indemnifying Party assumes the event any defense of the conditions Third-Party Claim as provided in Section 8(d)(ii12.4(b) above is or becomes unsatisfiedabove, however, (A) the Indemnified Party may defend against, and against the Third-Party Claim in any manner it may reasonably deem appropriate. (d) 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 Third Third-Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(not to be unreasonably withheld), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) For purposes of this Section 11.3, a party against which indemnification may be sought is referred to as the “Indemnifying Party” and the party which may be entitled to indemnification is referred to as the “Indemnified Party.” (b) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which that may give rise to a claim for indemnification against any other the Indemnifying Party (the "INDEMNIFYING PARTY") under this Section 811, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting setting forth, in reasonable detail, the nature and basis of the claim and the amount thereof, to the extent known, and any other relevant documentation in the possession of the Indemnified Party (a “Notice of Claim”); PROVIDEDprovided, HOWEVERhowever, that no delay failure on the part of the Indemnified Party in notifying to notify any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudicedprejudiced by such failure. (iic) Any The Indemnifying Party will have may, at its own expense, participate in the right defense of any claim, suit, action or proceeding by providing written notice to defend the Indemnified Party against and delivering to the Third Indemnified Party Claim with a written agreement that the Indemnified Party is entitled to indemnification pursuant to Section 11 for all Losses arising out of such claim, suit, action or proceeding, and that the Indemnifying Party shall be liable for the entire amount of any Loss, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof, provided that the Indemnifying Party’s counsel of its choice is reasonably satisfactory to the Indemnified Party so long as (A) Party, and the Indemnifying Party notifies shall thereafter consult with the Indemnified Party in writing within 15 days after upon the Indemnified Party’s reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the Indemnifying Party assumes such defense, the Indemnified Party has given notice of shall have the Third Party Claim that right (but not the obligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If, however, the Indemnifying Party will indemnify reasonably determines, based upon written advice of counsel, that the representation by the Indemnifying Party’s counsel of both the Indemnifying Party and the Indemnified Party from would present a conflict of interest, then such Indemnified Party may employ separate counsel (Indemnifying Party’s consent to the choice of counsel is required, such consent not to be unreasonably withheld) to represent or defend it in any such claim, action, suit or proceeding and against the entirety Indemnifying Party shall pay the reasonable fees and disbursements of one such separate counsel. Whether or not the Indemnifying Party chooses to defend or prosecute any Adverse Consequences such claim, suit, action or proceeding, all of the Parties hereto shall cooperate in the defense or prosecution thereof. (d) Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party, as the case may suffer resulting frombe, arising out ofof any such claim, relating tosuit, action or proceeding of the kind referred to in the nature of, or caused by the Third Party Claim, (B) this Section 11.3 shall also be binding upon 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 as the case may be, in the same manner as if a precedential custom final judgment or practice materially adverse to decree had been entered by a court of competent jurisdiction in the continuing business interests amount of the Indemnified Partysuch settlement or compromise, (E) the named parties to the Third Party Claim do not include both provided that no obligation, restriction or Loss shall be imposed on the Indemnified Party and the Indemnifying Party, and (F) as a result of such settlement without its prior written consent. The Indemnified Party will give the Indemnifying Party conducts at least 30 days’ notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the Indemnifying Party may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnifying Party shall be obligated to assume the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) amount of unindemnifiable Losses which the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in would have been obligated to pay under the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment proposed settlement or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)compromise. (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Professional Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the Indemnified Party Practice, the Practice shall promptly notify each Indemnifying Party thereof in writingProfessional Business Manager; PROVIDEDand (ii) if such notice or knowledge is received or acquired by Professional Business Manager, HOWEVER, the Professional Business Manager shall promptly notify the Practice; except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Professional Business Management Agreement to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby from whom such indemnification is materially sought is prejudiced. (iib) Any Party from whom such indemnification (the “Indemnifying Party will Party”) is sought shall have the right to defend the Party seeking such indemnification (the “Indemnified Party Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of its the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences all adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, obligations; (Ciii) the Third Party Claim involves only seeks money damages and does not seek an injunction or other equitable relief, damages; (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, 7.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), Party; and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)Party. (ivd) In the event If any of the conditions specified in Section 8(d)(ii7.4(b) above is or becomes unsatisfiednot satisfied, however, ; (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ and accountants’ fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Section 8Professional Business Management Agreement.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Acquiree Indemnified Parties (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other Party Acquiror Principal Shareholder (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii12.3(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions condition in Section 8(d)(ii12.3(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XI.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 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, and (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(c)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be withheld unreasonably), ) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (such consent not to be withheld unreasonablyunreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnified Party). (iv) In the event any of the conditions in Section 8(d)(ii7(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), ) and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article XI, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writingwriting (an “Indemnification Notice”); PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days thirty (30) Business Days (or earlier in the event the underlying Third Party claim requires action) after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom precedent or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii11.2(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ) and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event that any of the conditions in Section 8(d)(ii11.2(b) above is or becomes unsatisfiedfail to be complied with, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article XI. (e) Notwithstanding anything to the contrary contained in this Article XI, Parent, the Company and Merger Subsidiary shall not settle and pay any Third Party Claim unless and until Parent shall have obtained the prior written consent of the Company which consent shall not unreasonably withhold or delay.

Matters Involving Third Parties. (ia) If any third party shall will notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above7.4(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will 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 (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event If any of the conditions in Section 8(d)(ii7.4(b) above is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 810.1 or 10.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any writing as soon as practicable. (b) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party so long as (Ai) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 30 days after the Indemnified Party has given notice its receipt of notice, in accordance with Section 12.5, of the Third Party Claim that as provided in Section 10.4 or, if the Indemnifying Party will indemnify has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 10.1 or 10.2) that the Indemnified Party will be entitled to indemnification under Section 10.1 or 10.2 hereof from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against of the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fii) the Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any Third Party Claim) will relieve the Indemnifying Party thereby unless said Indemnifying Party is prejudiced by such failure to give notice. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii10.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim; provided that, if there is a conflict between the Indemnified Party and the Indemnifying Party with respect to the subject matter of the Third Party Claim, the Indemnified Party may retain separate counsel at the expense of the Indemnifying Party, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party (not to be withheld unreasonably), shall cooperate within reason with the Indemnifying Party’s defense of such Third Party Claim and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall not to be unreasonably withheld unreasonably)or delayed. (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

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

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

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder notifies the Purchaser (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim (other than a Tax Claim) for indemnification against any other Party the Seller (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 810.2, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter 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. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to shall defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently., (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the fees and participate expenses of one separate co-counsel for all Indemnified Parties to the extent the Indemnified Party is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party), and (iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Third Indemnifying Party Claim, 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. (Be) the The Indemnified Party will shall not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party (Party, which consent may not to be unreasonably withheld unreasonably)or delayed; provided, and (C) 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. (f) The Indemnifying Party shall not consent to the entry of a judgment with respect to any judgment 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 with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be unreasonably withheld unreasonablyor delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days fifteen (15) after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8(i)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii8(i)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 88(i).

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which that may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, provided that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) within fifteen (15) days after receiving such notice, the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given shall give written notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that stating whether it disputes the Indemnifying Party claim for indemnification and whether it will have the financial resources to defend against the any Third Party Claim or liability at its own cost and fulfill its indemnification obligations hereunderexpense, (Cii) 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, and the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided that if the claim is one that cannot by its nature be defended solely by the Indemnifying Party, the Indemnified Party shall make available all information and assistance reasonably available and necessary for the defense of the Third Party Claim as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above9.7(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without unless written agreement is obtained releasing the prior written consent Indemnified Party from all liability thereunder and such judgment or settlement is not reasonably likely to have a material adverse effect on the operations of the Indemnified Party (not to be withheld unreasonably)or any of its Affiliates. (ivd) In the event any of the conditions in Section 8(d)(ii9.7(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

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

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party party hereto (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article IX, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten (10) calendar days after receiving any written notice from a third party; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter 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. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to shall defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently., (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the fees and participate expenses of one separate co-counsel for all Indemnified Parties to the extent the Indemnified Party is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party), and (iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Third Indemnifying Party Claim, 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 IX. (Be) the The Indemnified Party will shall not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party Party, which consent may not be unreasonably withheld or delayed. (not to be withheld unreasonably), and (Cf) the The Indemnifying Party will shall not consent to the entry of a judgment with respect to any judgment 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 with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be withheld unreasonablyunreasonably withheld). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Article VI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii6.4(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii6.4(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VI.

Matters Involving Third Parties. (ia) If any third party shall notify any either party entitled to indemnification hereunder this Agreement (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party to this Agreement (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article VII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.6(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, which shall not to be withheld unreasonably)unreasonably withheld, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, which shall not to be withheld unreasonably). (ivd) In the event If any of the conditions in Section 8(d)(ii7.6(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses and Liabilities the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VII.

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Article IX, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any writing as soon as practicable. (b) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party so long as (A) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 thirty (30) days after the Indemnified Party has given its receipt of notice of the Third Party Claim that as provided in Section 9.2 or, if the Indemnifying Party will indemnify has disputed the claim for indemnification, then within ten (10) days of a final determination that such claim is a valid claim under Section 9.2) that the Indemnified Party will be entitled to indemnification under Section 9.2 hereof from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by of the Third Party Claim, . It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (Bincluding any Third Party Claim) will relieve the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the thereby unless said Indemnifying Party will have the financial resources is materially prejudiced by such failure to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlygive notice. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party (not to be withheld unreasonably), shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 9.3, if an Indemnified Party (not withholds its consent to a settlement or elects to defend any claim, where but for such action the Indemnifying Party could have settled such claim, the Indemnifying Party shall be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) required to indemnify the Indemnified Party may defend against, and consent only up to a maximum of the entry of any judgment or enter into any bona fide settlement with respect to, offer for which the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8could have settled such claim.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any the other Party party (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 8Article 12, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, provided that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend elect, by written notice within ten (10) business days of notification of such claim, to assume the defense of the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 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 in an amount (together with the amount of all then pending Third Party Claims and all other pending claims for indemnification hereunder) less than the maximum amount that the Indemnifying Party is then obligated to indemnify the Indemnified Party and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, relief unless the Third Party Claim is not, in the good faith judgment of equitable relief sought could not have a Material Adverse Effect on the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) ; provided that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages that are paid in full by the Indemnifying Party and does not impose an injunction, other equitable relief or other liabilities or obligations upon the Indemnified Party. The Indemnified Party may participate in such defense through counsel of its own choosing at its own expense, notwithstanding the foregoing, if the Indemnified Party has reasonably concluded (upon the advice of counsel to the Indemnified Party) that (i) there may reasonably be legal defenses available to them that are different from or in addition to or inconsistent with those available to the Indemnifying Party, or (ii) there is any conflict of interest between the Indemnifying Party and any Indemnified Party, such Indemnified Party shall be permitted to participate in the defense of such action with counsel selected by such Indemnified Party, which counsel shall be reasonably acceptable to the Indemnifying Party, and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel, subject to receiving reasonable documentation of such fees and expenses. (ivc) In Unless and until the event any Indemnifying Party assumes the defense of the conditions Third Party Claim as provided in Section 8(d)(ii) above is or becomes unsatisfied12.4(b), however, (A) the Indemnified Party may defend against, and against the Third Party Claim in any manner he or it may reasonably deem appropriate. (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any Indemnifying Party in connection therewith), (B) of the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Party.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder either Purchaser, SCC or the Shareholders (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTY") under this Section 8Article, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. (iib) Any Indemnifying Party will 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 as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with 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, (Diii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, subsection (Ab): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), Party; and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)Party. (ivd) In the event If, however, any of the conditions set forth in Section 8(d)(ii11.4(b) above is not or becomes unsatisfied, however, no longer satisfied: (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this Section 8Article 11.

Matters Involving Third Parties. (i) If any third party (including, without limitation, any Taxing authority) shall notify make or assert a Claim against any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any damaged or prejudiced thereby. In the case of any such Claim pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party will have the right to defend (i) enters into an agreement with the Indemnified Party against the Third Party Claim with counsel of its choice (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party so long as 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 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 may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (A) the Indemnifying Party notifies will defend the Indemnified Party in writing within 15 days after the Indemnified Party has given notice against such matter with counsel 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 its choice satisfactory to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (AB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in 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 Third terms of this Section 7.5, the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event the Indemnified Party shall (i) provide the Indemnifying Party with all material information requested by such party relating to the defense of such Claim, (Bii) 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 Third Party Claim such matter without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim such matter without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party (including, without limitation, any Taxing authority) shall notify make or assert a Claim against any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY" Indemnified Party ") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY" Indemnifying Party ") under this Section 8Article 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any damaged or prejudiced thereby. In the case of any such Claim pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party will have the right to defend (i) enters into an agreement with the Indemnified Party against the Third Party Claim with counsel of its choice (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party so long as 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 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 may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (A) the Indemnifying Party notifies will defend the Indemnified Party in writing within 15 days after the Indemnified Party has given notice against such matter with counsel 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 its choice satisfactory to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (AB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in 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 Third terms of this Section 7.5, the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event the Indemnified Party shall (i) provide the Indemnifying Party with all material information requested by such party relating to the defense of such Claim, (Bii) 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 Third Party Claim such matter without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim such matter without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM"“Third-Party Claim”) which may give rise that is subject to a claim for indemnification against any other by an Indemnifying Party (the "INDEMNIFYING PARTY") under this Section 811, then the Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writingwriting (a “Notice”); PROVIDEDprovided, HOWEVERhowever, that no delay on failure to give such Notice shall not limit the part right of the an Indemnified Party in notifying to recover hereunder from any Indemnifying Party shall relieve except to the extent that such Indemnifying Party from any obligation hereunder unless can demonstrate actual loss or actual prejudice (and then in any event, solely to the extentextent of such loss or prejudice) the Indemnifying Party thereby is materially prejudicedas a result of such failure. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice Without limiting any rights of the Third Party Claim that insurer under the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting fromRWI Policy, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both as between the Indemnified Party and the Indemnifying Party, and (F) in the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party conducts shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the defense performance of the Third Party Claim actively and diligently. any required activities, (iii) So long as take all other steps to settle or defend any such claim (provided that the Indemnifying Party is conducting shall not settle any such claim without the defense consent of the Third Indemnified Party Claim in accordance (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with Section 8(d)(iirespect to the claim and no 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 (iv) aboveemploy counsel to contest any such claim or liability; provided, that the Indemnifying Party shall not have the right to assume control of such defense, if the claim for which the Indemnifying Party seeks to assume control: (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claimseeks 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) involves a claim for which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnifying Party shall, within 30 days after delivery of the Notice to Indemnifying Party (or sooner, if the nature of the Third-Party Claim so requires) (the “Dispute Period”), notify the Indemnified Party will not consent of its intention as to the entry conduct and control of the defense of such claim, provided that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall decline to assume the defense of any judgment such claim, or enter into any settlement with respect the Indemnifying Party shall fail to notify the Third Indemnified Party Claim within the Dispute Period of the Indemnifying Party’s election to defend such claim, the Indemnified Party shall defend against such claim (provided that the Indemnified Party shall not settle such claim without the prior written consent of the Indemnifying Party (which consent shall not to be withheld unreasonablyunreasonably withheld, conditioned or delayed), ) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third as a result of such Third-Party Claim to the fullest extent provided in subject to indemnification under this Section 811. (c) For the avoidance of doubt, in the event that any conflict arises between the provisions of this Section 11.6 11.6(c) and the provisions of Section 12.1(c), the provisions of Section 12.1(c) shall govern.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Article VII, then the Indemnified Party shall promptly (but in any event within two months) notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in ----------------- notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party (or, if appropriate, the Company) against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other specific performance order (or similar equitable relief), (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently and at its sole cost. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii(S)7.04(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii(S)7.04(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may shall, actively and diligently, defend against, and consent to the entry of any judgment or enter into any settlement with respect to, against the Third Party Claim in any manner it reasonably may deem appropriate a prudent manner, and (and B) assuming that the Indemnified Party need not consult withhas complied with clause (A) above, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 7. In addition, the Indemnifying Party may retain separate co-counsel (at its sole cost and expense) and participate in the defense of the Third Party Claim. Furthermore, in the event the Indemnifying Party was offered the defense of the Third Party Claim but failed to satisfy the conditions of clauses (A), (B), and/or (E) of Section 87.04(b) above (other than as described in the immediately following sentence), the Indemnified Party shall have the right to consent to the entry of any reasonable judgment or enter into any reasonable settlement with respect to such Third Party Claim without needing to obtain any consent from any Indemnifying Party in connection therewith (although the Indemnified Party shall be required to consult with the Indemnifying Party with respect to such Third Party Claim). However, in the event that the Indemnified Party took over the defense of the Third Party Claim notwithstanding the satisfaction of the conditions set forth in clauses (A), (B) and (E) of Section 7.04(b) above because of the failure of the Indemnifying Party to satisfy the conditions of clauses (C) and/or (D) of said Section 7.04, or because the Indemnifying Party disputes its liability for this matter in good faith, then the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") an Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other the Indemnifying Party (the "INDEMNIFYING PARTY") under this Section 8Article 12 , then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing Party, within 15 twenty (20) business days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party that the Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim in accordance with the terms 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 limitations of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, this Article 12 and (Fii) the Indemnifying Party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner. (iiic) So long as the conditions set forth in Section 12.4(b) are and remain satisfied, then (i) the Indemnifying Party is conducting may conduct the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii12.4(b) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim not, without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld unreasonablyor delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment with respect to the matter, or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and which either imposes an injunction or other equitable relief upon the Indemnified Party need or does not consult with, include a provision whereby the plaintiff or obtain any consent from, any Indemnifying Party claimant in connection therewith), (B) the Indemnifying Parties will reimburse matter releases the Indemnified Party promptly from all liability with respect thereto. (d) The Sellers and periodically the Buyer shall treat any payments that the Buyer and the Sellers receive pursuant to this Article 12 as an adjustment to and refund of the Purchase Price for federal Tax purposes, unless a final determination (which shall include the costs execution of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ca Form 870-AD or successor form) 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 with respect to the fullest extent provided in this Section 8Buyer and the Sellers causes such payment not to be treated as an adjustment to or refund of the Purchase Price for federal Tax purposes.

Matters Involving Third Parties. (ia) If any third party shall notify any a party entitled to indemnification hereunder be indemnified pursuant to Section 9.1 or 9.2 (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which the Indemnified Party has determined may give rise to a claim for indemnification against any other the PACE Group or the Blockbuster Group, as the case may be (a "Third Party Claim") (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. Subject to the Indemnifying Party's right to defend in good faith Third Party Claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Section 9 within 30 days after the receipt of written notice thereof from the Indemnified Party unless the Indemnifying Party notifies the Indemnified Party that it disputes any such obligations. (iib) Any If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 9.3(a), and if such claim or demand relates to a Third Party Claim or demand against the Indemnified Party which the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party under Section 9.1 or 9.2, the Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to 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 damage 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 Indemnifying Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts in good faith the defense of the Third Party Claim actively and diligently. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party's possession reasonably required by it for use in contesting the Third Party Claim. Whether or not the Indemnifying Party elects to defend the Third Party Claim, the Indemnified Party shall have no obligation to do so. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9.3(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii9.3(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which that may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9.4(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii9.4(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89. (e) Notwithstanding anything contained in this Section 9 to the contrary, if a full and unconditional settlement offer solely for money damages is made by the applicable third party involved in the Third Party Claim, as to which offer the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party's willingness to accept, and the Indemnified Party declines to accept such settlement offer, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party, at the Indemnified Party's sole expense, and the amount of any ultimate liability with respect to which the Indemnifying Party has any obligation to pay under this Section 9 shall be equal to the lesser of: (i) the amount of the settlement offer that the Indemnified Party declined to accept; or (ii) the ultimate loss incurred by the Indemnified Party.

Matters Involving Third Parties. (ia) If any third The party shall notify any party entitled to or parties seeking indemnification hereunder (each, an “Indemnified Party”) shall give the "INDEMNIFIED PARTY"party or parties from whom indemnification is sought or to be sought (each, an “Indemnifying Party”) with respect to prompt written notice of any matter Adverse Consequences suffered by, affecting or otherwise directed at it. If an indemnification claim involves a claim by a third party (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other “Third Party (the "INDEMNIFYING PARTY") under this Section 8Claim”), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is actually and materially prejudicedprejudiced thereby. (iib) Any The Indemnifying Party will have the right right, but not the obligation, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing of its election to assume the defense of the Third-Party Claim within 15 fifteen (15) days after the Indemnified Party has given gives notice of the Third assertion 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 Claimunder Section 13.2(a), (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii13.2(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii13.2(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically (at least monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys' attorney’s fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 813. (e) Claims with respect to Taxes shall be governed by Section 12.4 and this Section 13.2 shall only apply to the extent a procedure regarding Taxes is not otherwise provided for in Section 12.4.

Matters Involving Third Parties. (i) If any third party shall notify make or assert a claim against any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89.1 or 9.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingpromptly; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any damaged or prejudiced thereby. In the case of any such claim pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party will have the right to defend (i) enters into an agreement with the Indemnified Party against the Third Party Claim with counsel of its choice (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party so long as 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 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 may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (A) the Indemnifying Party notifies will defend the Indemnified Party in writing within 15 days after the Indemnified Party has given notice against such matter with counsel 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 its choice satisfactory to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (AB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in 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 Third terms of this Section 9.3, the Indemnifying Party Claimmay retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event the Indemnified Party shall (i) provide the Indemnifying Party with all material information requested by such party relating to the defense of such claim, (Bii) 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 Third Party Claim such matter without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim such matter without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") hereto with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which that may give rise to a claim for indemnification by the party so notified against any other Party (party to this agreement hereto, the "INDEMNIFYING PARTY") under this Section 8, then the Indemnified Party indemnified party shall promptly notify each Indemnifying Party thereof give notice of the matter to the indemnifying party (in writingthe case of the Stockholders, notice to the Stockholders’ Representative being sufficient); PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party indemnified party in notifying any Indemnifying Party the indemnifying party shall relieve the Indemnifying Party indemnifying party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party indemnifying party is thereby is materially prejudiced. (iib) Any Indemnifying Party An indemnifying party will have the right to defend the Indemnified Party indemnified party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as indemnified party provided that (Ai) the Indemnifying Party indemnifying party notifies the Indemnified Party indemnified party, in writing writing, within 15 days after the Indemnified Party indemnified party has given notice of the Third Party Claim Claim, that the Indemnifying Party indemnifying party will indemnify assume the Indemnified Party from and against the entirety defense of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaim and pay all attorneys’ fees and other third party defense costs in connection therewith, (Bii) the Indemnifying Party indemnifying party provides the Indemnified Party indemnified party with evidence reasonably acceptable to the Indemnified Party indemnified party that the Indemnifying Party indemnifying party (in the case of the Stockholders, that each of the Stockholders) will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Partyindemnified party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Partyindemnified party, and (Fiv) the Indemnifying Party indemnifying party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party indemnifying party (in the case of the Stockholders, the Stockholders’ Representative on behalf of the Stockholders) is conducting the defense of the Third Party Claim in accordance with Section 8(d)(iisection 9.5(b) above, (Ai) the Indemnified Party indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, Claim and (Bii) the Indemnified Party will 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 indemnifying party (not to be withheld unreasonablyunreasonably withheld). In addition, and (C) the Indemnifying Party indemnifying party will not not, at any time, consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party indemnified party (not to be withheld unreasonablyunreasonably withheld). (ivd) In the event If any of the conditions in Section 8(d)(iisection 9.5(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party indemnified party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party indemnified party need not consult with, or obtain any consent from, any Indemnifying Party indemnifying party in connection therewith), provided, however, that the indemnifying party shall be given the right to participate in such defense through counsel chosen by the indemnified party at its expense, (Bii) the Indemnifying Parties will indemnifying party shall reimburse the Indemnified Party indemnified party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses)) to the extent that the Third Party Claim is subject to indemnity hereunder, and (C) the Indemnifying Parties will indemnifying party shall remain responsible for any Adverse Consequences Losses the Indemnified Party 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 8section 9.5 (subject to the other limitations set forth in this section 9). (e) With respect to any action or proceeding subject to indemnification under this section 9.5, (i) both the indemnified party and the indemnifying party (in the case of the Stockholders, the Stockholders’ Representative), as the case may be, shall be kept fully informed of the action or proceeding at all stages thereof where such party is not represented by its own counsel, (ii) the parties shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other to try to ensure the proper and adequate defense of any such action or proceeding brought by any third party, and (iii) regardless of which party is controlling the settlement or defense of any action or proceeding, both the indemnified party and indemnifying party shall act in good faith. (f) With respect to any pending action or proceeding subject to indemnification under this section 9.5, the parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential business records and the attorney-client and work-product privileges. In connection therewith, (i) each party shall use its commercially reasonable efforts, in any action or proceeding in which he or it has assumed or participated in the defense, to avoid production of confidential business records (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any action or proceeding shall, to the extent possible, be made so as to reserve any applicable attorney-client or work-product privilege. (g) In connection with all matters relating to Third Party Claims, the Stockholders’ Representative is authorized to act on behalf of the Stockholders in dealing with the Buyer Indemnified Parties and third parties, and any action taken by the Stockholders’ Representative shall be binding upon each of the Stockholders to the same extent as if the action had been taken personally by them, respectively.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party party hereto (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly will notify each the Indemnifying Party thereof in writingwriting 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 any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extentextent that, the Indemnifying Party is 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 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 claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such matter (i) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate expenses of such separate co counsel to the extent the Indemnified Party reasonably concludes in good faith that the defense Indemnified Party has defenses available to it that may conflict with those of the Third Party ClaimIndemnifying Party), (Biii) the Indemnified Party will not consent to the entry of any judgment a judgement or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), ) and (Cd) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). (iv) In . If the event any Indemnifying Party does not assume the defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfiedsuch matter, however, (A) the Indemnified Party may defend againstagainst the matter in any manner it reasonably may deem appropriate, and (a) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the Indemnifying Party, (b) the Indemnifying Party may retain separate counsel at its sole cost and expense and (c) the Indemnified Party will not consent to the entry of any judgment a judgement or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and matter without the Indemnified Party need not consult with, or obtain any written consent from, any of the Indemnifying Party in connection therewith(not to be withheld or delayed unreasonably), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified ----------- Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8(S)11, then the Indemnified Party shall ------------------ promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any The Indemnifying Party will have the right to defend assume the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the applicable Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the from such Third Party Claim to the extent required by this (S)11 and fulfill its indemnification obligations hereunder, (CB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement ofprovided, or an adverse judgment with respect tohowever, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld unreasonably)or delayed) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party. (iviii) In So long as the event any Indemnifying Party is conducting the defense of the conditions Third Party Claim in Section 8(d)(iiaccordance with (S)11(d)(ii) above is or becomes unsatisfied, howeverabove, (A) the Indemnified Party may retain separate counsel at its sole cost and expense and participate in the defense of the Third Party Claim provided that the Indemnified Party and, to the extent consistent with its professional responsibilities, such separate counsel shall cooperate with the Indemnifying Party and any counsel retained by the Indemnifying Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnifying Party. In the event the Indemnifying Party does not assume and conduct the defense of the Third Party Claim in accordance with (S)11(d)(ii) above, however, the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnifying Party will pay the reasonable fees and expenses of any legal counsel retained by the Indemnified Party need not consult with, or obtain any consent from, any in connection with such Third Party Claim. The Indemnifying Party in connection therewith), (B) will also pay the Indemnifying Parties will reimburse reasonable fees and expenses of any legal counsel retained by the Indemnified Party promptly and periodically for in the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences event the Indemnified Party may suffer resulting from, arising out of, relating toreasonably determines that having separate counsel would be appropriate under the circumstances because of the existence of separate defenses or because of conflicts of interest that could arise that, in either case, would materially prejudice the nature ofIndemnified Party if it did not have separate counsel; provided, or caused however, that the Indemnifying Party shall not be required to pay the expense of more than one legal counsel of the Indemnified Parties in any single action and that such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Third Party Claim to the fullest extent provided in this Section 8Indemnifying Party.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other the Indemnifying Party (the "INDEMNIFYING PARTY") under this Section 8Article XI, then the Indemnified Party shall must promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced thereby. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party Party, so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing Party, within 15 ten (10) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety defense 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 such Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fii) the Indemnifying Party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner. In the event that the Indemnifying Party fails to assume the defense of any Third Party Claim within ten (10) days after notice thereof is given by the Indemnified Party, the Indemnified Party will have the right to undertake the defense of such Third Party Claim at the expense and for the account of the Indemnifying Party. (iiic) So long as the conditions set forth in Section 11.4(b) are and remain satisfied, then (i) the Indemnifying Party is conducting may conduct the defense of the Third Party Claim in accordance with Section 8(d)(ii) above11.4(b), (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate (provided, however, that the Indemnifying Party will pay the attorneys’ fees of the Indemnified Party if (A) the employment of separate counsel was authorized in writing by the Indemnifying Party in connection with the defense of the such Third Party Claim, or (B) the Indemnified Party’s counsel has advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel) and (iii) the Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld or delayed), consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement which (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto or (C) could have an adverse effect on its business, operations, assets, or financial condition. (d) Notwithstanding the above, the Indemnifying Party will not be entitled to control (but will be entitled to participate at its own expense in the defense of), and the Indemnified Party will be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any Third Party Claim (i) as to which the Indemnifying Party fails to assume the defense within ten (10) days after the Indemnified Party gives notice thereof to the Indemnifying Party, or (ii) to the extent the Third Party Claim seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party may make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of the Indemnifying Party without the prior written consent of the Indemnifying Party (which consent may not to be unreasonably withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablydelayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder hereto (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any the other Party party hereto (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 811, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any . The Indemnifying Party will have and its legal representative(s) shall have, at the Indemnifying Party's election, the right to compromise, defend the Indemnified Party against the or cure any such Third Party Claim with through counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) Indemnifying Party's own choosing at the Indemnifying Party's own expense. In the event the Indemnifying Party notifies the Indemnified Party in writing within 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 intends to compromise, defend or cure any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party Claim, (Ba) the Indemnifying Party provides shall notify the Indemnified Party of such intention within fourteen (14) days after the Indemnifying Party's receipt of a notice from the Indemnified Party of a Third Party Claim and (b) the 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 given, thus causing the Indemnified Party to take action on its behalf to defend, compromise, cure or otherwise resolve such Third Party Claim, then, in such event, the action taken by the Indemnified Party shall be conclusively deemed to have, in all respects, been necessary and reasonable and the Indemnifying Party shall be estopped from alleging to the contrary. In the event the Indemnified Party shall have to take such action on its behalf, the Indemnified Party may seek and demand from the Indemnifying Party payment of all costs expended by the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the such Third Party Claim (including including, without limitation, reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences other costs incurred by the Indemnified Party may suffer resulting fromin defending, arising out ofsettling, relating to, in the nature of, compromising or caused by the inquiring as to any such 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 fullest extent provided Indemnifying Part of such Third Party Claim shall also be included in this Section 8indemnity.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird ----------------- ----- Party Claim") which may give rise to a claim for ----------- indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the -------- ------- Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fourteen (14) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder either Bentley, the Surviving Corporation or the Stockholders (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any the other Party (the - 29 - "INDEMNIFYING PARTY") under this Section 8Article, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing (within 15 30 days after the Indemnified Party has given notice of the Third Party Claim Claim) that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Diii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, ; and (Fiv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(iisubsection (b) above, : (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will 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), Party; and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)Party. (ivd) In the event If any of the conditions in Section 8(d)(iisubsection (c) above is not or becomes unsatisfiedno longer satisfied, however, : (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), ; and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this Section 8Article 9.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder a Buyer Indemnitee or Seller Indemnitee (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party the Buyer or Seller (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 86, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedwriting as provided above. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 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 its election to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fii) the Indemnifying Party conducts the defense of the Third Party Claim actively diligently. In the event that the Indemnified Party shall in good faith determine that it 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 a claim subject to indemnification hereunder, the Indemnified Party shall have the right at all times to take over and diligentlyassume control of 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, such consent not to be unreasonably withheld. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) abovediligently, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, and (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, such consent not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)unreasonably withheld. (ivd) In the event any of that the conditions in Section 8(d)(ii) above is or becomes unsatisfied, howeverIndemnifying Party does not diligently conduct the defense, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Cii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused cause by the Third Party Claim to the fullest extent provided in this Section 86. (e) Except with the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement if such judgment or settlement 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.

Matters Involving Third Parties. (ia) If any third party shall notify commence a third party Action against any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") indemnified Party with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other indemnifying Party (the "INDEMNIFYING PARTY") under this Section 810, then the Indemnified indemnified Party shall promptly notify each Indemnifying the indemnifying Party thereof in writingwriting as soon as practicable, but in no event more than ten days after the indemnified Party shall have been served with legal process or otherwise received notice of the commencement of such Action; PROVIDEDprovided, HOWEVERhowever, that no delay on the part right of the Indemnified indemnified Party to indemnification shall be reduced in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely event of its failure to give timely notice only to the extent) extent the Indemnifying indemnifying Party thereby is materially prejudicedprejudiced thereby. (iib) Any Indemnifying The indemnifying Party will shall have the right to defend the Indemnified indemnified Party against the Third Party Claim third party Action with counsel and other representatives of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying indemnifying Party notifies shall notify the Indemnified indemnified Party in writing (within 15 days the 10-day period after the Indemnified Party has given its receipt of notice of the Third Party Claim third party Action) that the Indemnifying Party it will indemnify the Indemnified indemnified Party from and against any damages the entirety of any Adverse Consequences the Indemnified indemnified Party may suffer resulting from, arising out of, relating to, in of the nature of, or caused by the Third Party Claim, third party Action; and (Bii) the Indemnifying indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party diligently conducts the defense of the Third third party Action in the reasonable opinion of the indemnified Party. In the event the indemnifying Party Claim actively and diligentlydoes not comply with clauses (i) or (ii) of the preceding sentence, the indemnified Party may defend against the third party Action preserving its rights to indemnification hereunder including, without limitation, for the reasonable cost of such defense. (iiic) So long as the Indemnifying indemnifying Party is diligently conducting the defense of the Third Party Claim third party Action in accordance with Section 8(d)(ii10.6(b) above, (Ai) the Indemnified indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claimthird party Action, (Bii) the Indemnified indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim third party Action without the prior written consent of the Indemnifying Party (indemnifying Party, which consent shall not to be unreasonably withheld unreasonably)or delayed, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).[***] (ivd) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.[***]

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingwriting and inquire as to whether the Indemnifying Party intends to defend the Indemnified Party against such Third Party Claim; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim at the cost and expense of the Indemnifying Party with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that (i) the Indemnifying Party will indemnify indemnify, to the extent permitted by Law, the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (Bii) the Indemnifying Party provides will not seek to assert against the Indemnified Party with evidence reasonably acceptable any legal defense 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 hereunder with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlyClaim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveClaim, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party (not to be withheld unreasonably)from all liability thereunder. (ivd) In the event any of that the conditions Indemnifying Party does not send the notice provided for in Section 8(d)(ii9.6(b) above is or becomes unsatisfied, however, within fifteen (A15) days after the Indemnified Party may defend against, and consent to the entry has given notice of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and to the Indemnifying Party, then the Indemnified Party need not consult with, or obtain any consent from, any shall thereafter be entitled to defend against the Third Party Claim with counsel of its choice and the Indemnifying Party's right to defend against the Third Party Claim shall terminate. The Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for in addition to paying any Adverse Consequences amounts to which the Indemnified Party may suffer resulting from, arising out of, relating to, in is otherwise entitled to from the nature of, or caused by the Third Indemnifying Party Claim to the fullest extent provided in this Section 8hereunder.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder this Agreement (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party party to this Agreement (the "INDEMNIFYING PARTY") under this Section 811, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 twenty (20) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or that are caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and appropriate, provided it obtains the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(not to be withheld unreasonably), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of Indemnified Party's out-of-pocket expenses incurred in defending against the Third Party Claim (including reasonable attorneys' fees and expenses)upon receipt of a monthly invoice provided by the Indemnified Party, and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by as a result of the Third Party Claim to the fullest extent provided in this Section 811. (e) Notwithstanding anything contained in this Section 11.5, the Indemnified Party shall advance one-half of the out-of-pocket expenses incurred by the Indemnifying Party in the defense of any third-party claim under this Section 11.5, upon receipt of a monthly invoice provided by the Indemnifying Party or, in the event that the Indemnified Party is defending the third party claim in accordance with Section 11.5(d) above, the Indemnifying Party shall, in lieu of its obligations under 11.5(d)(ii), reimburse the Indemnified Party for one-half of the Indemnified Party's out-of-pocket expenses incurred in defending against the Third Party Claim upon receipt of a monthly invoice provided by the Indemnified Party. Upon any final resolution of the third-party claim, the Indemnified Party shall be entitled to (i) a refund from the Indemnifying Party of all advances made in accordance with this Section 11.5(e) or, (ii) in the event that the Indemnified Party is defending the third party claim in accordance with Section 11.5(d) above, payment from the Indemnifying Party of the remaining one-half of the out-of-pocket expenses invoiced to the Indemnifying Party pursuant to Section 11.5(d)(ii) above, unless the claim is conclusively determined not to be subject to indemnification hereunder.

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

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 812.1, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any writing as soon as practicable. (b) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party so long as (Ai) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 30 days after the Indemnified Party has given notice its receipt of notice, in accordance with Section 15.7, of the Third Party Claim that as provided in Section 12.2 or, if the Indemnifying Party will indemnify has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 12.1) that the Indemnified Party will be entitled to indemnification under Section 12.1 hereof from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against of the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fii) the Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any Third Party Claim) will relieve the Indemnifying Party thereby unless said Indemnifying Party is prejudiced by such failure to give notice. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii12.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party (not to be withheld unreasonably), shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 12.3, if an Indemnified Party (not withholds its consent to a settlement or elects to defend any claim, where but for such action the Indemnifying Party could have settled such claim, the Indemnifying Party shall be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) required to indemnify the Indemnified Party may defend against, and consent only up to a maximum of the entry of any judgment or enter into any bona fide settlement with respect to, offer for which the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8could have settled such claim.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Agreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extentextent that) the Indemnifying Party thereby is materially prejudiceddamaged thereby. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party Party, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing Party, within 15 fifteen (15) business days after the Indemnified Party has given notice of the 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 of such Third Party Claim and will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party ClaimClaim in accordance with the terms and limitations of this Section 9.04, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations 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 hereunder with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Partythereto, and (FC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the conditions set forth in Section 9.04(d)(ii) are and remain satisfied, then (A) the Indemnifying Party is conducting may conduct the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii) above9.04(d)(ii), (AB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Third separate co-counsel to the extent the Indemnified Party Claimreasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (BC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld, conditioned or delayed), and (CD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement with respect to the Third Party Claim without the prior written consent of 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, and (not to be withheld unreasonably). (ivE) the Indemnified Party shall, at the Indemnifying Party's reasonable request and at the Indemnifying Party's expense, cooperate in the defense of the matter. In the event any of that the conditions in Section 8(d)(ii9.04(d)(ii) above is are not or becomes unsatisfiedbecome unsatisfied in the case of any Third Party Claim, however, (A) then the Indemnified Party may defend against, and consent to assume control of the entry defense of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8such claim.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 810.05, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 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 adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A10.05(b)(A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii) 10.05(b), above is or becomes unsatisfied, howeverthen, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 810.05.

Matters Involving Third Parties. Promptly after receipt by a Party seeking indemnification hereunder (ian "Indemnified Party") If of notice of any claim or the commencement by any third party shall notify or dissenting Company Holder (a “Third Party Claim”) of any party entitled to indemnification hereunder claim or proceeding that might result in another Party hereto (the "INDEMNIFIED PARTYIndemnifying Party") with respect becoming obligated to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against indemnify or make any other payment to the Indemnified Party (the "INDEMNIFYING PARTY") under this Section 8Agreement, then the Indemnified Party shall promptly notify each the Indemnifying Party forthwith in writing of the commencement thereof in writing; PROVIDEDor of the claim, HOWEVER, that no delay on and shall furnish the part Indemnifying Party with all information and documents relating thereto promptly after its receipt thereof. The failure of the Indemnified Party in notifying any to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (liability that it may have on account of this indemnification or otherwise, except and then solely only to the extent) extent that the Indemnifying Party thereby is materially prejudiced. (ii) Any prejudiced thereby. The Indemnifying Party will shall have the right right, within thirty (30) days after being so notified, to defend assume and control the Indemnified Party against the Third Party Claim defense of such claim or proceeding with counsel of its choice reasonably satisfactory to the Indemnified Party in good faith and at the Indemnifying Party's own expense; provided that unless and until the Indemnifying Party shall assume such defense pursuant to this sentence, the Indemnified Party shall have the right to conduct and control the defense of such claim or proceeding (including the settlement thereof) without the Indemnifying Party's consent and shall be entitled to payment from the Indemnifying Party of all reasonable costs of such defense (including attorney's fees and expenses and costs of appeals and experts). In any such claim or proceeding the defense of which the Indemnifying Party shall have so long as assumed, the Indemnified Party shall have the right to participate therein and retain its own counsel at its own expense, unless (Ai) the Indemnifying Party notifies and the Indemnified Party in writing within 15 days after shall have mutually agreed to the Indemnified Party has given notice retention 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, same counsel 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, (Eii) the named parties to the Third Party Claim do not any such proceeding (including impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Indemnified Party, and representation of such parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case, i.e. clause (F) ii), such separate counsel may be retained by the Indemnified Party at the expense of the Indemnifying Party. The Indemnifying Party may elect to settle any claim or Proceeding defended by it without the written consent of the Indemnified Party provided that such settlement is limited solely to payment of monetary damages that are payable in full by the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel is fully discharged at its sole cost and expense and participate in the defense time of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of settlement from any judgment or enter into any settlement liability with respect to the Third claim or proceeding, and the Indemnified Party Claim shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) so long as the Indemnifying Party will is controlling or defending such claim in good faith. The Indemnifying Party may not consent to the entry of any judgment or enter into any settlement that is not limited solely to payment of monetary damages without the Indemnified Party's prior written consent. Each of the Parties covenant to use all commercially reasonable efforts to cooperate fully with respect to the Third Party Claim without the prior written consent defense of the Indemnified Party (not to be withheld unreasonablyany claim, action or proceeding covered by this Section 8(d). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Fibreboard, on the one hand, or Buyer on the other hand (the notified party is hereinafter referred to as the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (such other party is hereinafter referred to as the "INDEMNIFYING PARTYIndemnifying Party") under this Section 810, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingpromptly; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby damaged. Seller hereby agrees that it is materially prejudiced. (ii) Any Indemnifying Party defending, and will have continue to defend, in accordance with the right to defend terms of this Purchase Agreement all litigation and actions pending against Seller or any Acquired Corporation, including, without limitation, the Indemnified Party against actions described in the Third Party Claim with counsel of its choice reasonably satisfactory to Disclosure Schedule. In the Indemnified Party so long as (A) event the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim matter that the Indemnifying Party will indemnify is assuming 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 Claimdefense thereof, (BA) the Indemnifying Party provides will defend the Indemnified Party against the matter with evidence reasonably acceptable to the Indemnified Party that counsel of the Indemnifying Party will have the financial resources Party's choice reasonably satisfactory to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (AB) 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 participate in the defense expenses of the Third Party Claim, (B) separate co-counsel to the extent the Indemnified Party concludes reasonably 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 will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying other Party (not to be withheld unreasonably), and (C) . In the event the Indemnifying Party will does 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 notify the Indemnified Party within fifteen (not to be withheld unreasonably). (iv15) In days after the event any Indemnified Party has given notice of the conditions in Section 8(d)(ii) above matter that the Indemnifying Party is or becomes unsatisfiedassuming the defense thereof, however, (A) then the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim matter in any manner it reasonably may deem appropriate (and with 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 bearing responsibility for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any all 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 8as set forth herein).

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified ------------ Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give ------------------- rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8(S)6, then the Indemnified Party shall -------------------- promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVER--------- however, that no delay on the part of the Indemnified Party in notifying ------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii(S)6 (d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii(S)6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)6.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party party hereto (the "INDEMNIFYING PARTY") under this Section 8Article X, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify assume the Indemnified Party from and against the entirety defense of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, hereunder and (Fiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii10.04(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld withheld, delayed or conditioned unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld withheld, delayed or conditioned unreasonably). ; PROVIDED, HOWEVER, that (ivx) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.the

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 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, and (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be withheld unreasonably), ) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (such consent not to be withheld unreasonablyunreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnified Party). (iv) In the event any of the conditions in Section 8(d)(ii7(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), ) and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8Section8, then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no . Any delay on the part of more than ten (10) business days by the Indemnified Party in notifying any the Indemnifying Party of a Third Party Claim shall not relieve the Indemnifying Party from any obligation its obligations hereunder unless (and then solely to the extent) extent the Indemnifying Party thereby is materially prejudicedprejudiced by the delay. (ii) Any The Indemnifying Party will have the right to defend assume and thereafter conduct, at its own expense, the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim Party; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party and does not, in the reasonable judgment of the board of directors of the Indemnified Party, establish a precedent materially adverse to the Indemnified Party. The Indemnified Party shall be entitled to employ separate counsel at its expense to participate in the defense of the Third Party Claim. (iii) In the event the Indemnifying Party does not assume the defense of the Third Party Claim as provided in Section8(d)(ii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. and the Indemnifying Party shall, in addition to its other obligations, reimburse the Indemnified Party monthly for the costs and expenses, including reasonable attorney fees, incurred by the Indemnified Party in the defense of the Third Party Claim. (iv) In the no event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) will the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(not to be withheld or delayed unreasonably), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Person (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party Person (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8ss.10, then the Indemnified Party shall promptly notify each the Indemnifying Party or its representative, as applicable, thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 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 costs, losses and expenses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party ClaimClaim (subject to the limits of liability described in this ss.10), (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, (DC) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (FD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(iiss.10(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably); provided, that the Indemnified Party shall consent to any settlement with respect to a Third Party Claim where the settlement involves only the payment of money damages and the amount thereof is fully paid by the Indemnifying Party. (iv) In the event any of the conditions in Section 8(d)(iiss.10(d) above is or becomes unsatisfied, however, : (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), subject to the limitations of its liability authorized in this ss.10, and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Claims the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim Claim, subject to the fullest extent provided limitations of its liability contained in this Section 8ss.10. (v) The Company hereby appoints, and by adopting and approving this Agreement and Plan of Merger the Company Shareholders who are not holders of Dissenting Shares shall irrevocably appoint David L. Sansom, William D. Sutton and Craig Wolfanger (the "Rexxxxxxxxxxxxx"), xxx xxxx xx xxxx indivixxxxxx, xx xxx as their agent and attorneys-in-fact, with full power of substitution, to execute the Post Closing Escrow Agreement and the Benefit Plan Escrow Agreement in their name and to take all actions called for by this ss.10 and the Post Closing Escrow Agreement and the Benefit Plan Escrow Agreement on their behalf, all in accordance with the terms of this ss.10 and the Post Closing Escrow Agreement. If any of the Representatives dies or resigns, the remaining Representatives shall appoint a successor. (vi) In the event the Company Shareholders become obligated to indemnify the Buyer or the Surviving Corporation pursuant to ss.10(b)(i) hereof, the Representatives on behalf of the Company Shareholders shall be authorized to utilize the funds in the Post Closing Escrow Fund for the timely payment of any cost of defense incurred in connection with any such Claim.

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.Indemnified (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified ------------ Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give ------ ------------------- rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8(S)6, then the Indemnified Party shall -------------------- promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVER-------- however, that no delay on the part of the Indemnified Party in notifying ------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially [materially] adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii(S)6 (d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) . In the event any of the conditions in Section 8(d)(ii(S)6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)6.

Matters Involving Third Parties. (ia) If In the event any third claim is made or suit is filed against a party which involves or appears reasonably likely to involve a Claim for which indemnification may be sought pursuant to Section 10.3 or 10.4 hereof, such indemnified party will, promptly (and in any event within ten (10) business days) after receipt of notice of any such claim, suit or proceeding, notify the indemnifying party of the commencement thereof. The failure to so notify any indemnifying party of the commencement of any such claim, suit or proceeding will not relieve such indemnifying party from liability unless such failure adversely affects the ability of such indemnifying party to defend its interests in such claim, action or proceeding. The indemnifying party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right and shall be given the opportunity to defend assume and control the Indemnified Party against the Third Party Claim defense of such claim, suit or proceeding with counsel of its choice reasonably satisfactory to the Indemnified Party -38- 39 indemnified party so long as (Ai) the Indemnifying Party indemnifying party notifies the Indemnified Party indemnified party in writing of its intention to assume and control such defense within 15 30 days after the Indemnified Party indemnified party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Partysuch claim, and (Fii) the Indemnifying Party indemnifying party conducts the defense of the Third Party Claim such claim actively and diligently. ; provided, however, that indemnified party (iiiat indemnified party's expense) So long as may participate in (but not control the Indemnifying Party is conducting conduct of) all matters pertaining to the defense or settlement of such claim, suit or proceeding. Whether or not the Third Party Claim in accordance with Section 8(d)(ii) aboveindemnifying party elects to assume such defense, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will indemnified party shall not consent to the entry of any judgment or enter into make any settlement with respect to the Third Party Claim any such claim, suit or proceeding without the prior written consent of the Indemnifying Party (indemnifying party, which consent shall not to be unreasonably withheld unreasonably), and (C) the Indemnifying Party will not or delayed. The indemnified party's consent to the entry settlement of any judgment such claim, suit or enter into any settlement with respect proceeding by the Stockholders shall be required and shall not be unreasonably withheld or delayed, but such consent shall not be required if (or to the Third Party Claim without extent that) such settlement only requires the prior written consent payment of a monetary amount which the Indemnified Party (not indemnifying party is able to be withheld unreasonably)pay and includes a full release of claims against the indemnified party. (ivb) In the event any of the conditions in clauses (i) and (ii) of Section 8(d)(ii10.5(a) above is or becomes unsatisfied, howeveror if the indemnifying party has elected not to conduct the defense of the claim, (Ai) the Indemnified Party indemnified party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim such claim in any manner it reasonably may deem appropriate appropriate; provided, however, that the indemnified party may not enter into any settlement with respect to such claim without the prior written consent of the indemnifying party (and the Indemnified Party need which consent shall not consult withbe unreasonably withheld or delayed) if such settlement would entitle, or obtain any consent fromgive rise to a claim by, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse indemnified party to be paid monetary damages by the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)indemnifying party pursuant to this Article X, and (Cii) subject to the Indemnifying Parties proviso in clause (i), the indemnifying party will remain responsible for any Adverse Consequences damages the Indemnified Party indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim such claim to the fullest extent provided in this Section 8.Article X.

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

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 89, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent . Notwithstanding anything herein 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)contrary, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (iv) In the event any of the conditions in Section 8(d)(ii9(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party party hereto (the "INDEMNIFYING PARTY"“Indemnifying Party”) under this Section 89, then the Indemnified Party shall promptly will notify each the Indemnifying Party thereof promptly and in writingany 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 any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extentextent that, the Indemnifying Party is prejudiced thereby. Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate. In the event the Indemnifying Party notifies the Indemnified Party after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such matter (a) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Ab) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate expenses of the Indemnified Party’s separate co-counsel to the extent (i) counsel for the Indemnifying Party determines in good faith that such counsel has a conflict of interest that precludes joint representation, (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 Third Party Claimaction or proceeding seeks injunctive or other equitable relief against the Indemnified Party), (Bc) the Indemnified Party will not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), ) and (Cd) the Indemnifying Party will not consent to the entry of any a 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 to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If In the event that an Indemnified Party desires to make a claim against an Indemnifying Party under Section 10.8 in connection with any Proceeding at any time instituted against or made upon an Indemnified Party by any third party shall notify any party entitled to for which an Indemnified Party may seek indemnification hereunder (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other “Third Party (the "INDEMNIFYING PARTY") under this Section 8Claim”), then the such Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of such Third Party Claim and of the Indemnified Party in notifying any Party’s claim of indemnification with respect thereto. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation of its obligations hereunder unless (and then solely except to the extent) extent such failure adversely prejudices the Indemnifying Party thereby is materially prejudiced. (ii) Any Party’s ability to defend such claim. The Indemnifying Party will shall have the right thirty (30) days after receipt of such notice to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies notify the Indemnified Party in writing within 15 days after the Indemnified Party if it has given notice elected to undertake, conduct and control, through counsel 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, their own choosing (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable subject 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 consent of the Indemnified Party, likely such consent not to establish a precedential custom be unreasonably withheld, conditioned or practice materially adverse to delayed) and at its sole risk and expense, the continuing business interests good faith settlement or defense of such Third Party Claim, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection therewith; provided: (a) all settlements require the prior reasonable consultation with the Indemnified Party and the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (Eb) the named parties to the Third Party Claim do not include both the Indemnified Party and shall be entitled to participate in such settlement or defense through counsel chosen by the Indemnifying Indemnified Party, provided that the fees and (F) expenses of such counsel shall be borne by the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) Indemnified Party. So long as the Indemnifying Party is conducting contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim; provided, however, that notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim at any time, provided that in such event they shall waive any right of indemnification therefor by the Indemnifying Party. If the Indemnifying Party does not make a timely election to undertake the good faith defense or settlement of the Third Party Claim as aforesaid, or if the Indemnifying Party fails to proceed with the good faith defense or settlement of the matter after making such election, then, in accordance with Section 8(d)(ii) aboveeither such event, (A) the Indemnified Party may retain separate co-counsel at its sole cost shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the Indemnifying Party and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be withheld unreasonably)unreasonably withheld, and (Cconditioned or delayed) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without at their exclusive discretion, at the prior written consent risk and expense of the Indemnified Party (not to be withheld unreasonably)Indemnifying Party. (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party party hereto (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly will notify each the Indemnifying Party thereof in writingwriting 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 any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extentextent that, the Indemnifying Party is 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 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 claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such matter (i) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate expenses of such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the defense Indemnified Party has defenses available to it that may conflict with those of the Third Party ClaimIndemnifying Party), (Biii) the Indemnified Party will not consent to the entry of any judgment a judgement or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (Civ) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). (iv) In . If the event any Indemnifying Party does not assume the defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfiedsuch matter, however, (A) the Indemnified Party may defend againstagainst 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 any judgment a judgement or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and matter without the Indemnified Party need not consult with, or obtain any written consent from, any of the Indemnifying Party in connection therewith(not to be withheld or delayed unreasonably), . (Bb) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs The provisions of defending against the Third Party Claim paragraph (including reasonable attorneys' fees and expenses), and (Ca) 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 of this Section 89.4 shall apply to all claims for indemnification hereunder except indemnification claims which involve Tax matters pertaining to Xxxxxxx, which claims shall be governed by Article 10.

Matters Involving Third Parties. (i) If In connection with any third party shall notify any party entitled to indemnification hereunder (Third Party Claim, the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as provided that: (A) the Indemnifying Party notifies the Indemnified Party in writing within 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, (Bi) 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) , A. the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) , B. settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) and C. the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiiii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (A) subsection: A. the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) and B. the Indemnified Indemnifying Party will not determine whether to 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 subject to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iviii) In the event any of the conditions in Section 8(d)(iiclause (i) above is or becomes unsatisfied, however, (A) , A. the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) , B. the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) and C. the Indemnifying Parties will remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Section.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party party hereto (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly will notify each the Indemnifying Party thereof in writingwriting 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 any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely to the extentextent that, the Indemnifying Party is 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 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 claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such matter (i) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate expenses of such separate co-counsel to the extent the Indemnified Party reasonably concludes in good faith that the defense Indemnified Party has defenses available to it that may conflict with those of the Third Party ClaimIndemnifying Party), (Biii) the Indemnified Party will not consent to the entry of any judgment a judgement or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably), and (Civ) the Indemnifying Party will not consent to the entry of any judgment a judgement with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). (iv) In . If the event any Indemnifying Party does not assume the defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfiedsuch matter, however, (A) the Indemnified Party may defend againstagainst 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 any judgment a judgement or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and matter without the Indemnified Party need not consult with, or obtain any written consent from, any of the Indemnifying Party in connection therewith(not to be withheld or delayed unreasonably), . (Bb) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs The provisions of defending against the Third Party Claim paragraph (including reasonable attorneys' fees and expenses), and (Ca) 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 of this Section 89.4 shall apply to all claims for indemnification hereunder except indemnification claims which involve Tax matters pertaining to Terex B.V. and/or the Subsidiaries, which claims shall be governed by Article 10.

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") with respect to which may give rise the Indemnified Party proposes to make a claim for indemnification against any other Party party (the "INDEMNIFYING PARTY") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless writing within thirty (and then solely to the extent30) the Indemnifying Party thereby is materially prejudicedcalendar days after receiving such notice. (iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) if Buyer is to be the Indemnified Party, the Damages to be incurred by the Indemnifying Party are reasonably expected to exceed the Basket Amount in the event the Person pursuing the Third Party Claim is successful on the merits of such claim; (ii) the Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) calendar 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 it intends to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, claim; and (Fiii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlyin good faith. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, the Indemnified Party shall do so. (iiic) So long as If the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveSECTION 9.3(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, Claim (Balthough the Indemnifying Party and its counsel shall control such defense). If the Indemnified Party is conducting the defense of the Third Party Claim in accordance with SECTION 9.3(b) above the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (although the Indemnified Party and its counsel shall control such defense). The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not to be withheld unreasonably), unreasonably withheld) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent will not to be withheld unreasonablyunreasonably withheld). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") ------------------ ----------------- which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8(S)6, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVER--------- however, that no delay on the part of the Indemnified Party in notifying ------- any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii(S)6 (d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii(S)6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(S)6.

Matters Involving Third Parties. (ia) If Parent or the Surviving Corporation or any third party shall notify any party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to Shareholder receives notice or acquires knowledge of any matter (a "THIRD PARTY CLAIM") which may give rise to a claim by another person and which may then result in a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Article VI, then (i) if such notice or knowledge is received or acquired by Parent or the Indemnified Party Surviving Corporation, Parent or the Surviving Corporation shall promptly notify each Indemnifying Party thereof in writingthe Shareholders' Agent thereof, and (ii) if such notice or knowledge is received or acquired by any Shareholder, such Shareholder shall promptly notify Parent or the Surviving Corporation and the Shareholders' Agent thereof; PROVIDED, HOWEVER, except that no delay on the part of the Indemnified Party in notifying any Indemnifying Party giving such notice shall relieve the Indemnifying Party from diminish any obligation hereunder under this Article VI to provide indemnification unless (and then solely to the extent) the Indemnifying Party thereby party from whom such indemnification is materially sought is prejudiced. (iib) Any party from whom such indemnification is sought (the "Indemnifying Party will Party") shall have the right to defend defend, at the Indemnifying Party's cost, risk and expense, the party seeking such indemnification (the "Indemnified Party Party") against any such claim by another person (the "Third Party Claim Claim") with counsel of its the Indemnifying Party's choice (subject to the Indemnified Party's written consent) reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any all Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable satisfactory to the Indemnified Party that the Indemnifying Party will have has the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunderthereunder, (Ciii) the Third Party Claim involves seeks only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, 37 39 or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above6.05(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably)Party, and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)Party. (ivd) In the event If any of the conditions specified in Section 8(d)(ii6.05(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate advisable (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of, of or relating to, in the nature of, or caused by the to such Third Party Claim to the fullest extent provided in this Section 8Article VI.

Matters Involving Third Parties. (i) a If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) b Any Indemnifying Party will shall have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (iii) c So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will 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 (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) d In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 8.7. -39- 40

Matters Involving Third Parties. (ia) If any third Proceeding shall be instituted, or any claim or demand made, against an indemnified party shall notify any or a party entitled which proposes to indemnification hereunder assert that the provisions of this Article IX apply (the "INDEMNIFIED PARTY"“Indemnified Party”) with respect such Indemnified Party shall give prompt written notice of the claim to any matter (a "THIRD PARTY CLAIM") which may give rise the party obliged or alleged to a claim for indemnification against any other be so obliged to indemnify such Indemnified Party (the "INDEMNIFYING PARTY") under this Section 8, then “Indemnifying Party”). The omission to so notify the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the such Indemnifying Party from any obligation hereunder duty to indemnify in respect of such claim unless (and then solely 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 extentIndemnified Party the amount of such Damages in accordance with and subject to the provisions of this Section 9.4; provided, however, that no such payment shall be due during any period in which the Indemnifying Party is contesting in good faith either its obligation to make such indemnification or the amount of Damages payable, or both. After any Indemnifying Party has received notice from an Indemnified Party that a claim has been asserted against it by a third party, the Indemnifying Party shall 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 and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed; provided, however, that it shall be a condition to such election to assume such defense that (i) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 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 shall provide 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 claim and to fulfill its indemnification obligations hereunder, and (Cii) the Third Party Claim 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, (D) settlement of, or an adverse judgment with respect to, then the Third Indemnifying Party Claim is not, in shall be deemed to have elected not to assume the good faith judgment defense of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both such claim and the Indemnified Party and may defend against the Indemnifying Party, and (F) the claim with its own attorney. The Indemnifying Party conducts the agrees that if it assumes such defense, it will conduct such defense of the Third Party Claim actively and diligently. (iii) So long as . If the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) abovea claim, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in such defense. (b) If the Indemnifying Party does not elect to participate in or to assume or is deemed to have elected not to assume the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment a claim or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In in the event any of the conditions in the proviso to Section 8(d)(ii9.4(a) above is or becomes unsatisfied, however, unsatisfied then: (Ai) the Indemnified Party may defend against, and consent alone shall have the right to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate conduct such defense; (and ii) the Indemnified Party need shall have the right to compromise and to settle, in good faith, the claim with the prior consent of the Indemnifying Party, such consent not consult with, to be unreasonably withheld or obtain any consent from, any Indemnifying Party in connection therewith), delayed; (Biii) the Indemnifying Parties Party will periodically reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenseslegal fees), and (C) unless the Indemnifying Parties will remain responsible for any Adverse Consequences Party is contesting the right of the Indemnified Party may suffer resulting fromto indemnification under this Article IX; and (iv) if it is ultimately determined that the claim of loss which shall form the basis of such judgment or settlement is one that is validly an obligation of the Indemnifying Party that elected not to assume the defense, arising out of, relating to, in the nature of, then such Indemnifying Party shall be bound by any ultimate judgment or caused by the Third Party Claim settlement as to the fullest extent provided in existence and the amount of the claim and the amount of said judgment or settlement (including the costs and expenses of defending such claims) shall be conclusively deemed for all purposes of this Section 8Agreement to be a Liability on account of which the Indemnified Party is entitled to be indemnified hereunder.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Buyer Indemnified Party or any Seller Indemnified Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 813, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. . (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii13.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld withheld, delayed or conditioned unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld withheld, delayed or conditioned unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii13.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any A-32 39 settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.13. 13.5

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will shall have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will 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 (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will shall have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying xl Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will 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 (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYParty") under this Section 8SECTION 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveSECTION 7.4(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(iiSECTION 7.4(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (ia) If any third Third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party party Claim that the Indemnifying Party will indemnify assume the Indemnified Party from and against the entirety defense of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party party Claim and fulfill its indemnification obligations hereunderobligations, (Ciii) the Third Party party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party party Claim is not, in the good faith judgment of the Indemnified Indemnifying Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party party Claim actively and diligently. (iii) . So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) aboveparty Claim, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivc) In the event any of the conditions in Section 8(d)(iiSubparagraph 6.04 (b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to assume the entry defense of any judgment or enter into any settlement with respect to, the Third Party party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith)with counsel of its choice, (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for any Adverse Consequences suffered by the costs of Indemnified Party in defending against the Third Party Claim (including reasonable attorneys' fees and expenses)party Claim, and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party party Claim to the fullest extent provided in by this Section 8Agreement. (d) The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to any Third party Claim if such settlement would obligate the indemnifying Party to pay money, perform obligations or admit liability without the prior written consent of the Indemnified Party (not to be withheld unreasonably), and the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to any Third party Claim if such settlement would obligate the Indemnified Party to pay money, perform obligations or admit liability without the prior written consent of the Indemnifying Party (not to be withheld unreasonably).

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 89, then the Indemnified Party shall promptly (and in any event within ten business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days (or earlier in the event the underlying Third Party claim requires action) after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the 62 Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii9.4(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), ) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii9.4(ii) above is or becomes unsatisfiedfail to be complied with, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 89, subject to the limitations set forth in this Section 9. (v) Notwithstanding anything to the contrary contained in this Section 9, TeamStaff shall have the right to settle and pay any Third Party Claim if, in the determination of its Board of Directors and counsel, evidenced by written notice to the BrightLane Representative, settlement of the Third Party claim is in the best interests of TeamStaff.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "INDEMNIFYING PARTY") under this Section 87, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7(e)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event that any of the conditions in Section 8(d)(ii7(e)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate with respect to any claim for injunctive relief or a substantially similar remedy (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith, but must consult with and obtain consent from the Indemnifying Party with respect to any monetary damages, which consent shall not be unreasonably withheld or delayed), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii7.3(b) above, (Ai) the Indemnified Party may retain separate co-co- counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii7.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 87.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder (-------------------------------- the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 8Indemnifying Party, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingpromptly; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. damaged. In the event any Indemnifying Party notifies the Indemnified Party within thirty (ii30) Any 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 have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Third Party Claimseparate co-counsel to the extent the third party seeks injunctive relief or criminal sanctions), (Biii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld unreasonablyor delayed), and (Civ) 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 to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld unreasonablyor delayed). (iv) . In the event any the Indemnifying Party fails to notify the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the conditions in Section 8(d)(ii) above matter that the Indemnifying Party is or becomes unsatisfiedassuming the defense thereof, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim matter in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain without waiving any consent from, any Indemnifying Party in connection therewith), (B) right to indemnity therefor by the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8Party.

Matters Involving Third Parties. (ia) If any third Person not a party shall notify to this Agreement (including, without limitation, any Governmental Authority) notifies any party entitled to indemnification hereunder (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIMThird Party Claim") which may give rise to a claim for indemnification against any other Party party (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 8), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudicedprejudiced by such delay. (iib) Any Indemnifying Party will have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (Div) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (Fv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, it will be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. In the event the Third Party Claim does seek an injunction or other equitable relief, this Section 8.3(b) will not apply. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii8.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without obtaining (A) an entry of dismissal, with prejudice, or an entry of dismissal, without prejudice and a covenant not to xxx (if legal action is instituted), (B) the full and unconditional release of the Indemnifying Party from all liability in respect of such Third Party Claim and (C) the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without obtaining (A) an entry of dismissal, with prejudice, or an entry of dismissal, without prejudice and a covenant not to xxx (if legal action is instituted), (B) the full and unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim and (C) the prior written consent of the Indemnified Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in Section 8(d)(ii8.3(b) above is or becomes unsatisfied, howeveror if Section 8.3(b) does not apply, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this Section 8Article VIII.

Matters Involving Third Parties. (i) If any third party shall notify any party entitled to indemnification hereunder Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under this Section 84, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii4(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel reasonably acceptable to the Indemnifying Party at its the sole cost and expense of the Indemnified Party and participate in the defense of the Third Party Claim; provided, however, the Indemnifying Party's counsel shall control the defense of the Third Party Claim; and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii4(d)(ii) above is or becomes unsatisfied, howeverare not satisfied in the reasonable judgement of the Indemnified Party and after delivering written notice to the Indemnifying Party of such dissatisfaction giving the Indemnifying Party a reasonable period to cure, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 84.

Matters Involving Third Parties. (ia) If any third party shall will notify any Indemnified Party of any third party entitled to indemnification hereunder claim, demand, assessment or the commencement of any Litigation (the "INDEMNIFIED PARTY") with respect to any matter (each, a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under pursuant to this Section 8Article VIII, then the Indemnified Party shall will promptly (and in any event within 10 Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify each the Indemnifying Party thereof in writingwriting 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, both to the extent known, of the claim asserted; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend assume the defense against any Third Party Claim by providing written notice (i) within 30 days after receipt of notice of the Third Party Claim, or (ii) at any time if the Indemnified Party against is not conducting the defense of a Third Party Claim in a reasonably diligent manner, which the Indemnifying Party may conduct with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) and which the Indemnifying Party notifies the Indemnified Party in writing within 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, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So control so long as the Indemnifying Party conducts such defense in a reasonably diligent manner. (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(d)(ii) above8.5(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in in, but not control, the defense of the Third Party Claim; (ii) the Indemnifying Party and the Indemnified Party will 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 will not require any Party to waive, or take any action which has the effect of waiving, its attorney-client privilege with respect thereto; and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which will not be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party. ATI-2587197v29 69 (d) In the event that the Indemnifying Party has not assumed the defense of the Third Party Claim after notice thereof, (Bi) the Indemnified Party may defend against the 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; and ; and (iv) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party which will not consent to the entry of any judgment be unreasonably withheld, conditioned or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablydelayed). (ive) In conducting the event any defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the a Third Party Claim and negotiating any settlement in any manner it reasonably may deem appropriate (and respect thereof, the Indemnifying Party or the Indemnified Party, as the case may be, shall keep the other Party need not reasonably informed of all material developments and consult with, or obtain any consent from, any Indemnifying with the other Party in connection therewith)good faith regarding the potential impact on such other Party’s business and relationship with Governmental Authorities, (B) the Indemnifying Parties will reimburse the Indemnified Party promptly customers, and periodically for the costs of defending against the other third parties, and alternatives to resolve such Third Party Claim (including reasonable attorneys' fees and expenses), and (C) taking into consideration the interests of both the Indemnifying Parties will remain responsible for Party and Indemnified Party. (f) Notwithstanding any Adverse Consequences provision of this Section 9.5 to the Indemnified Party may suffer resulting fromcontrary, arising out of, relating to, in the nature of, or caused by the any Third Party Claim relating to Taxes or Tax Returns shall be governed by the fullest extent provided in this provisions of Section 86.15.

Matters Involving Third Parties. (ia) If any third party shall notify any party entitled to indemnification hereunder (notifies the "INDEMNIFIED PARTY") Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM"“Third-Party Claim”) which that may give rise to a claim for indemnification against any other the Indemnifying Party (the "INDEMNIFYING PARTY") under this Section 8Article 10, then the Indemnified Party shall promptly within 10 days notify each Indemnifying Party thereof the Stockholder Representative in writing; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and defend against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, (Ciii) the Third Third-Party Claim involves only money damages and does not seek an injunction or other equitable reliefrelief against the Indemnified Party, (Div) settlement of, or an adverse judgment with respect to, the Third Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and (Ev) the named parties to Indemnifying Party defends against the Third Third-Party Claim do not include both in a reasonably diligent manner. The Stockholder Representative and Parent shall cooperate with each other in all reasonable respects in connection with the Indemnified defense of any Third-Party Claim, including making available records reasonably relating to such Third-Party Claim and furnishing, without expense (other than reimbursement by Parent of any actual out-of-pocket expenses of the Indemnifying Party, subject to the terms and (Fconditions set forth in Section 11.1(c) hereof) to the Indemnifying Party conducts defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of the Third such Third-Party Claim actively and diligentlyClaim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 8(d)(ii10.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party ClaimClaim subject to the Indemnifying Party’s right to direct the defense, (Bii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonablyunreasonably withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably)unreasonably withheld) unless the Indemnified Party receives a full release with respect to such Third-Party Claim, any monetary damages are paid in full by the Indemnifying Party and the settlement, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party. (ivd) In the event any the Indemnifying Party does not assume control of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, howeverdefense of any Third-Party Claim, (Ai) the Indemnified Party may defend againstagainst the Third-Party Claim, and (ii) the Indemnified Party may consent to the entry of any judgment on or enter into any settlement with respect to, to the Third Third-Party Claim in without the prior written consent of the Indemnifying Party. In the event the Indemnifying Party does not assume control of the defense of any manner it reasonably may deem appropriate (and Third-Party Claim, the Indemnified Party need not consult with, or obtain may offset 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 a Third-Party Claim (including reasonable attorneys' including, without limitation, attorney’s 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, as set forth in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 810.8.

Matters Involving Third Parties. (i) If any third party shall notify notifies any party entitled to indemnification hereunder hereto (the "INDEMNIFIED PARTYIndemnified Party") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party party hereto (the "INDEMNIFYING PARTYIndemnifying Party") under this Section 810, then the Indemnified Party shall promptly will notify each the Indemnifying Party thereof promptly and in writingany event within 30 days after receiving any written notice from a third party; PROVIDED, HOWEVER, provided that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (unless, and then solely only to the extentextent that, the Indemnifying Party is actually prejudiced as a direct consequence thereof. Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may defend against the matter in any manner it reasonably may deem appropriate; provided, however, that such Indemnified Party shall deliver to the Indemnifying Party, within five business days after the receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third party claim. In the event the Indemnifying Party notifies the Indemnified Party within 30 days after the date the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense of such matter (a) the Indemnifying Party thereby is materially prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8(d)(ii) above, (Ab) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate expenses of such separate co-counsel to the extent the Indemnified Party concludes in good faith that the defense counsel the Indemnifying Party has selected has a conflict of interest or other ethical disqualification from representing the interests of the Third Indemnified Party), it being understood that the Indemnifying Party Claimshall control such defense, (Bc) the Indemnified Party will not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party (not to be withheld withheld, conditioned or delayed unreasonably), ) and (Cd) the Indemnifying Party will not consent to the entry of any a 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 to the Third Party Claim thereto, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party elects to be withheld unreasonably). assume the defense of any third party claim, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (ivupon the request of the Indemnifying Party) the provision to the Indemnifying Party of records and information which are reasonably relevant to such third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. In the event any of that the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) Indemnifying Party does not timely notify the Indemnified Party may defend againstthat the Indemnifying Party is assuming the defense of such matter, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, shall be entitled to defend or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse settle such matter as the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating toParty, in the nature ofits discretion, or caused by the Third Party Claim to the fullest extent provided in this Section 8deems advisable.

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

Matters Involving Third Parties. (ia) If any third party shall will notify any Indemnified Party of any third party entitled to indemnification hereunder claim, demand, assessment or the commencement of any Litigation (the "INDEMNIFIED PARTY") with respect to any matter (each, a "THIRD PARTY CLAIM"“Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the "INDEMNIFYING PARTY") under pursuant to this Section 8Article VIII, then the Indemnified Party shall will promptly (and in any event within 10 Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify each the Indemnifying Party thereof in writingwriting 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, both to the extent known, of the claim asserted; PROVIDEDprovided, HOWEVERhowever, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (iib) Any The Indemnifying Party will have the right to defend assume the defense against any Third Party Claim by providing written notice (i) within 30 days after receipt of notice of the Third Party Claim, or (ii) at any time if the Indemnified Party against is not conducting the defense of a Third Party Claim in a reasonably diligent manner, which the Indemnifying Party may conduct with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) and which the Indemnifying Party notifies the Indemnified Party in writing within 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, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So control so long as the Indemnifying Party conducts such defense in a reasonably diligent manner. (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(d)(ii) above8.5(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in in, but not control, the defense of the Third Party Claim; (ii) the Indemnifying Party and the Indemnified Party will 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 will not require any Party to waive, or take any action which has the effect of waiving, its attorney-client privilege with respect thereto; and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which will not be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party. (d) In the event that the Indemnifying Party has not assumed the defense of the Third Party Claim after notice thereof, (Bi) the Indemnified Party may defend against the 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; and ; and (iv) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party which will not consent to the entry of any judgment be unreasonably withheld, conditioned or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonablydelayed). (ive) In conducting the event any defense of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the a Third Party Claim and negotiating any settlement in any manner it reasonably may deem appropriate (and respect thereof, the Indemnifying Party or the Indemnified Party, as the case may be, shall keep the other Party need not reasonably informed of all material developments and consult with, or obtain any consent from, any Indemnifying with the other Party in connection therewith)good faith regarding the potential impact on such other Party’s business and relationship with Governmental Authorities, (B) the Indemnifying Parties will reimburse the Indemnified Party promptly customers, and periodically for the costs of defending against the other third parties, and alternatives to resolve such Third Party Claim (including reasonable attorneys' fees and expenses), and (C) taking into consideration the interests of both the Indemnifying Parties will remain responsible for Party and Indemnified Party. (f) Notwithstanding any Adverse Consequences provision of this Section 9.5 to the Indemnified Party may suffer resulting fromcontrary, arising out of, relating to, in the nature of, or caused by the any Third Party Claim relating to Taxes or Tax Returns shall be governed by the fullest extent provided in this provisions of Section 86.15.