Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 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 Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the 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. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement of any Third Party Claim in accordance with this Section 7.5(b)the manner described above, it will be bound by the indemnifying party shall be authorized to consent to a settlement of, or results obtained by the entry of any judgment arising from, any such Third Indemnified 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 the Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c7.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Parties will 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), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) 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 indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 78, 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. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; 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 (iiiF) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(d)(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), 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. (a) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "Third “Third-Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 7Article 12, then the indemnified party shall Indemnified Party 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 Indemnifying Party thereof in writing. Thereafter, 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 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 of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is prejudiced by the Indemnified Party’s failure to give or delay in giving such notice. (b) Any indemnifying party Indemnifying Party will have the right at any time to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from assume and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts thereafter conduct the defense of the Third Third-Party Claim actively and diligently. If the indemnifying party assumes the defense with counsel of any such claim, the indemnifying party shall select counsel its choice reasonably acceptable satisfactory 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 partyIndemnified Party; provided, however, that: (i) that 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 Indemnifying Party Claim. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified 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 indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld withheld) unless the judgment or delayedproposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. Each indemnified party shallShould an Indemnifying Party so elect to assume the defense of a Third-Party Claim, and the Indemnifying Party shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the indemnifying party 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 such Third counsel employed by the Indemnified Party for any period during with the Indemnifying Party has not assumed the defense thereof. (c) Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim being defended by as provided in Section 12.4(b) above, however, the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialdeem appropriate. (d) In no event will the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Indemnified Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and 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, subject to without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenseswithheld).

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Acquiree Indemnified Parties (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party Acquiror Principal Shareholder (the “Indemnifying Party”) under this Section 7Article XII, 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 is thereby prejudiced. (b) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) 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 Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence 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 that 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 have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12.3(b) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions condition in Section 7.5(b) and 7.5(c12.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Acquiree Indemnified Parties (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party the Acquiror Principal Shareholder (the “Indemnifying Party”) under this Section 7Article XII, 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 is thereby prejudiced. (b) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) 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 Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence 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 that 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 have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12.3(b) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions condition in Section 7.5(b) and 7.5(c12.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) 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 indemnified party the Indemnified Party with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any indemnifying party the Indemnifying Party under this Section 711, then the indemnified party Indemnified Party shall promptly notify each indemnifying party 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”); provided, however, that failure on the part of the Indemnified Party 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 materially prejudiced by such failure. (bc) Any indemnifying party will have the right to defend the indemnified party against the Third The Indemnifying Party Claim so long as: (i) the indemnifying party notifies the indemnified party may, at its own expense, participate in writing within 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 Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense of any claim, suit, action or proceeding by providing written notice to the Third Indemnified Party Claim actively and diligently. If delivering to the indemnifying party assumes Indemnified Party a written agreement that the defense 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 indemnifying party shall select defense thereof, provided that the Indemnifying Party’s counsel is reasonably acceptable satisfactory to the indemnified party to conduct Indemnified Party, and the defense of such Third Indemnifying 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 thereafter consult with the effectiveness thereof; (ii) Indemnified Party upon the Indemnified Party’s reasonable request for such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply consultation from time 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 time with respect to such Third claim, suit, action or proceeding. If the Indemnifying Party Claim. (c) So long as assumes such defense, the indemnifying party is conducting Indemnified Party shall have the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in right (but not controlthe 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 reasonably determines, based upon written advice of counsel, that the Third representation by the Indemnifying Party’s counsel of both the Indemnifying Party Claim and the Indemnified Party would present a conflict of interest, then such Indemnified Party may employ separate counsel (ii) the indemnified party will not Indemnifying Party’s consent to the entry choice of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written counsel is required, such consent of the indemnifying party, which consent shall not to be unreasonably withheld withheld) to represent or delayeddefend it in any such claim, action, suit or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of one such separate counsel. Each indemnified party shallWhether or not the Indemnifying Party chooses to defend or prosecute any such claim, and suit, action or proceeding, all of the Parties hereto shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialor prosecution thereof. (d) In Any settlement or compromise made or caused to be made by the event Indemnified Party or the Indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the conditions kind referred to in this Section 7.5(b) and 7.5(c) above are or become unsatisfied 11.3 shall also be binding upon the Indemnifying Party or the indemnifying party does not Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise, provided that no obligation, restriction or Loss shall be imposed on the Indemnified Party as a result of such settlement without its prior written consent. The Indemnified Party will give the Indemnifying Party 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 and full and complete liability and responsibility for such Third Party Claim claim, suit, action or proceeding and any and all Losses in the first instance, (i) the 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 connection therewith in any manner it reasonably may deem appropriate, subject to the prior written consent excess of the indemnifying party, amount of unindemnifiable Losses which consent shall not the Indemnified Party would have been obligated to be unreasonably withheld pay under the proposed settlement or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)compromise.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to the 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 indemnifying party under this Section 7Professional 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 Professional Business Manager; and (ii) if such notice or knowledge is received or acquired by Professional Business Manager, the Professional Business Manager shall promptly notify the Practice; except that no delay in writinggiving such notice shall diminish any obligation under this Professional Business Management Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any indemnifying party will Party from whom such indemnification (the “Indemnifying Party”) is sought shall have the right to defend the indemnified party Party seeking such indemnification (the “Indemnified Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 fifteen (15) days after the indemnified party 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 Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all adverse consequences the entirety of any Damages the indemnified party Indemnified Party may suffer caused by, resulting from from, arising out of or caused by the relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations; and (iii) the indemnifying party Third Party Claim seeks money damages; (iv) 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 adverse to the continuing business interests of the Indemnified Party; and (v) the 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, 7.4(b): (i) 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 and Claim; (ii) 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, which consent Indemnifying Party; and (iii) the Indemnifying Party shall not consent to be unreasonably withheld the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (d) In the event If any of the conditions specified in Section 7.5(b7.4(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does is not assume the defense of such Third Party Claim in the first instancesatisfied, however; (i) the indemnified party will have the right to 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 appropriateadvisable (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith); (ii) 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' ’ and accountants’ fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Professional Business Management Agreement.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a right to claim for indemnification against any indemnifying other party (the "Indemnifying Party") under this Section 7SECTION 8.2 or SECTION 8.3, then the indemnified party Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each indemnifying party the Indemnifying Party thereof in writing. writing (bthe "Claim Notice"); provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) Any indemnifying party the Indemnifying Party is adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby. The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing (within twenty (20) days after the Indemnified Party has given the Claim Notice) that the Indemnifying Party will fulfill its indemnification obligations hereunder and provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 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 Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; fulfill its indemnification obligations hereunder, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; relief, and (iii) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) abovethis SECTION 8.4, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party, except in the cases involving only money damages which are not likely to Section 7.5(b), including providing full access establish a precedential custom or practice adverse to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by continuing business interests of the indemnifying party for investigations, depositions and trial. (d) Indemnified Party. In the event any of the conditions in Section 7.5(b) and 7.5(c) above are this SECTION 8.4 is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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, subject to only with consent from the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed and withheld), (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party 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 (iii) the Indemnifying Parties will remain 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 Agreement.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 78, 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 days fifteen (15) 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(i)(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(i)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will 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), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8(i).

Matters Involving Third Parties. (a) If any third Third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7other Party (the "Indemnifying Party"), 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 prejudiced. (b) 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 Claim so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party party Claim that the indemnifying Indemnifying Party will assume the defense of such Third party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; , (ii) 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, (iii) the Third party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third party Claim is not, in the good faith judgment of the Indemnifying Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third party Claim, the Indemnified Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialClaim. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) If any third party shall notify notifies any indemnified party hereto (the “Indemnified Party”) with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying the other party hereto (the “Indemnifying Party”) under this Section 7Article IX, then the indemnified party Indemnified Party shall use reasonable efforts to notify the Indemnifying Party thereof promptly notify each indemnifying party thereof and in writing. any event within ten (b10) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 calendar days after the indemnified party has given receiving any written notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the 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 third party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that: , the Indemnifying Party is actually prejudiced thereby. (ib) Once the indemnifying party shall pay or cause Indemnified Party has given notice of the matter to be paid all amounts arising out the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such settlement or judgment concurrently with matter pursuant to paragraph (c) below, defend against the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of matter in 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 Claimmanner it deems appropriate. (c) So long as the indemnifying party is conducting The Indemnifying Party may at any point in time choose to assume the defense of the Third Party Claim all of such matter, in accordance with Section 7.5(b) above, which event: (i) the indemnified party Indemnifying Party shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party 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 (but not controlx) 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 and 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. (iie) the indemnified party will The Indemnified Party 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 partyIndemnifying Party, which consent shall may not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (df) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does The Indemnifying Party shall not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and 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 tothereto, without the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenseswithheld).

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (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 indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 7Article VI, 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 prejudiced. (b) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b6.4(b) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c6.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), 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 VI.

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement 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. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) manner described above, (i) it will be bound by the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) results obtained by the defense of the Third Indemnified Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialClaim. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any indemnified party Indemnified Party with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party under this Section 710.1 or 10.2, then the indemnified party Indemnified Party shall promptly notify each indemnifying party thereof the Indemnifying Party in writingwriting as soon as practicable. (b) Any indemnifying party will The Indemnifying Party shall have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice and reasonably acceptable to the Indemnified Party so long as: as (i) the indemnifying party notifies Indemnifying Party shall notify the indemnified party Indemnified Party in writing (within 20 30 days after the indemnified party has given notice its receipt of notice, in accordance with Section 12.5, of the Third Party Claim as provided in Section 10.4 or, if the Indemnifying Party has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 10.1 or 10.2) that the indemnifying party Indemnified Party will indemnify the indemnified party be entitled to indemnification under Section 10.1 or 10.2 hereof from and against the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from or caused by arising out of the Third Party Claim; Claim and (ii) the Third Indemnifying Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. If It is agreed that no delay on the indemnifying party assumes part of the defense Indemnified Party in notifying any Indemnifying Party of a claim (including 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 ) will relieve the indemnifying party shall have assumed the defense of any Third Indemnifying Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized thereby unless said Indemnifying Party is prejudiced by such failure 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 Claimgive notice. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b10.4(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in (but not control) the defense of the Third Party Claim 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, (ii) 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 partyIndemnifying Party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and (iii) the Indemnified Party shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully within reason with the indemnifying party in the Indemnifying Party’s defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iiv) the indemnified party will have the right to defend against, and Indemnifying Party shall not 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, subject to without the prior written consent of the indemnifying partyIndemnified Party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)delayed.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified either party to 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 indemnifying other party to this Agreement (the "Indemnifying Party") under this Section 7Article VII, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party The 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 (i) the indemnifying party Indemnifying Party notifies the indemnified party in writing within 20 days after Indemnified Party that the indemnified party has given notice of Indemnifying Party will indemnify the Indemnified Party from the Third Party Claim, (ii) 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 that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; fulfill its indemnification obligations hereunder, (iiiii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.6(b) above, (i) 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 and Claim, (ii) 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 partyIndemnifying Party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallwithheld, and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b)prior written consent of the Indemnified Party, including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialwhich shall not be withheld unreasonably. (d) In the event If any of the conditions in Section 7.5(b) and 7.5(c7.6(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Party will 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), and (iii) the Indemnifying Party will remain responsible for any 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 Article VII.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying other party (the “Indemnifying Party”) under this Section 7Article XI, then the indemnified party 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 Indemnifying Party in writingwriting (an “Indemnification Notice”); 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 prejudiced. (b) 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 (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 days thirty (30) Business Days (or earlier in the event the underlying Third Party claim requires action) 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedent or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b11.2(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld unreasonably) and (iii) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event that any of the conditions in Section 7.5(b) and 7.5(c11.2(b) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancefail to be complied with, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Parties will 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), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 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. (ai) If any third party shall notify any indemnified party Party (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 indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 7, then the indemnified party Indemnified Party shall promptly notify each indemnifying party 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder, and (iiiC) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7(c)(ii) above, (iA) 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 and Claim, (iiB) 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, which Indemnifying Party (such consent shall not to be unreasonably withheld unreasonably) and (C) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (such consent not to Section 7.5(bbe withheld unreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnified Party), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7(c)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will 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)) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party notifies the Purchaser (the "Indemnified Party") with respect to any matter which may give rise to a claim (other than a Tax Claim) for indemnification against the Seller (the "Third Party ClaimIndemnifying Party") under Section 10.2, then the Indemnified Party shall use reasonable efforts to notify the Indemnifying Party thereof promptly and in any event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent 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 shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the fees and 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 Indemnifying Party shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article X. (e) The Indemnified Party shall not consent to the entry of a judgment or enter into any settlement with respect to any matter which may give rise to a claim for indemnification against any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 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 Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the 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 written consent of the indemnified partyIndemnifying Party, which consent may not be unreasonably withheld or delayed; provided, however, that: (i) that if the indemnifying party shall pay or cause Indemnifying Party has failed to provide indemnification required to be paid all amounts arising out of provided pursuant to this Article X for fifteen days after a request therefor, then the Indemnified Party may take any such settlement or judgment concurrently with action without the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets consent 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 ClaimIndemnifying Party. (cf) So long as the indemnifying party is conducting the defense of the Third The Indemnifying Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified 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 indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) 15.6.1 If any third party shall notify any indemnified party with respect to any matter (a "Party receives notice of a Third Party Claim") which Claim that may give rise to a right to claim for indemnification against any indemnifying party other Party under this Section 76.7, 6.9, 15.2 or 15.3, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that failure to give timely notice shall not affect the right to indemnification to the extent such failure to give timely notice is not prejudicial to the Indemnifying Party. (b) Any indemnifying party 15.6.2 The Indemnifying Party, in accordance with the procedures set forth in Section 15.7 will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from assume and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts conduct the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense with counsel of any such claim, the indemnifying party shall select counsel its choice reasonably acceptable satisfactory 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 partyIndemnified Party; provided, however, that: (i) that 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 Indemnifying Party Claim. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) 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 Indemnified Party (not to be unreasonably withheld withheld) unless the judgment or delayed. Each indemnified party shall, and proposed settlement involves only the payment of money damages which shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended be paid by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books Indemnifying Party and records reasonably requested by does not impose an injunction or other equitable relief upon the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions Indemnified Party. As provided in Section 7.5(b) and 7.5(c) above are or become unsatisfied or 15.7, the indemnifying party does not Indemnifying Party may assume the defense of such a Third Party Claim, at the Indemnifying Party’s cost and expense, without also accepting and agreeing to the claim for indemnification described in the related Claim Notice. 15.6.3 Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 15.6.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate for the first instance, (i) account of the indemnified party Indemnifying Party. 15.6.4 In no event will have the right to defend against, and 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, subject to without the prior written consent of the indemnifying partyIndemnifying Party, which consent shall not to be unreasonably withheld withheld, delayed or delayed conditioned. 15.6.5 The Indemnified Party agrees, at its cost and expense, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim or cross-complaint against any Person (ii) other than a Buyer Indemnified Party, if the indemnifying parties will reimburse Indemnified Party is a Buyer Indemnified Party, or a Seller Indemnified Party, if the indemnified party for Indemnified Party is a Seller Indemnified Party). 15.6.6 The Party that is conducting the costs of defending defense against the Third Party Claim (including reasonable attorneys' fees shall provide the other Party such information possessed by the Party that is conducting such defense as such other Party shall reasonably request with respect to the Third Party Claim and expenses)the defense thereof.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7Article VII, then the indemnified party Indemnified Party shall promptly (but in any event within two months) 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 prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party 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: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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; diligently and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and at its affiliates, directors, officers, employees and agents with respect to such Third Party Claimsole cost. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b(S)7.04(b) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b7.04(b) above is or becomes unsatisfied, however, (A) the Indemnified Party shall, actively and diligently, defend against the Third Party Claim in a prudent manner, and (B) assuming that the Indemnified Party has complied with clause (A) above, 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 7.5(c) above are or become unsatisfied or the indemnifying party does not assume 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 7.04(b) above, 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 first instanceevent that the Indemnified Party took over the defense of the Third Party Claim notwithstanding the satisfaction of the conditions set forth in clauses (A), (iB) and (E) of Section 7.04(b) above because of the indemnified party will have failure of the right Indemnifying Party to defend againstsatisfy the conditions of clauses (C) and/or (D) of said Section 7.04, and then the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to, without the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, Indemnifying Party (which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenseswithheld).

Matters Involving Third Parties. (a) If any third party Third Party shall notify any indemnified party 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 indemnifying party other Party (the "Indemnifying Party") under this Section 79, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. (b) 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 (i) the indemnifying party notifies the indemnified party in writing within 20 fifteen (15) days after receiving such notice, the indemnified party has given Indemnifying Party shall give written notice of to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any Third Party Claim that the indemnifying party will indemnify the indemnified party from or liability at its own cost and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; expense, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, 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 have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If ; provided that if the indemnifying party assumes 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 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), as the indemnifying party Indemnifying Party may reasonably request and 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 cooperate with the effectiveness thereof; (ii) Indemnifying Party in 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 Claimdefense. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above9.7(b), (i) 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 and Claim, (ii) 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 unreasonably be unreasonably withheld or delayed. Each indemnified party shallwithheld), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by unless written agreement is obtained releasing the indemnifying party pursuant Indemnified Party from all liability thereunder and such judgment or settlement is not reasonably likely to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by have a material adverse effect on the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by operations of the indemnifying party for investigations, depositions and trialIndemnified Party or any of its Affiliates. (d) In the event any of the conditions in Section 7.5(b9.7(b) and 7.5(c) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any 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 9.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Buyer (the "Indemnified ----------- Party") with respect to any matter (a "Third Party Claim") which may ----- ----------------- give rise to a claim for indemnification against any indemnifying party of the Sellers (each, an "Indemnifying Party") under this Section 7, then the indemnified party ------------------ Indemnified Party shall promptly notify each indemnifying party thereof the Stockholders Representative, as defined below, in writing; provided, however, that -------- ------- no delay on the part of the Indemnified Party in notifying the Stockholder Representative shall relieve an Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party The Stockholder Representative 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 (iA) the indemnifying party Stockholder Representative notifies the indemnified party Indemnified Party in writing within 20 ten (10) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Parties will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the estimated amount of the Third Party Claim, together with all other Third Party Claims made against the Indemnified Party, whether or not such claims have been settled, is less that the Indemnity Maximum, (C) the Stockholder Representative provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Stockholder Representative will have the financial resources to defend against the Third Party Claim and fulfill the indemnification obligations hereunder, (D) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (E) 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 have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiF) the indemnifying party Stockholder Representative 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. (ciii) So long as the indemnifying party Stockholder Representative is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7(c)(ii) above, (iA) 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 and Claim, (iiB) 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 partyStockholder Representative, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably, and shall cause each (C) the Stockholder Representative will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party, not to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialbe withheld unreasonably. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7(c)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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, subject to and the prior written Indemnified Party need not consult with, or obtain any consent of from, any Indemnifying Party or the indemnifying party, which consent shall not to be unreasonably withheld or delayed Stockholder Representative in connection therewith and (iiB) the indemnifying parties Indemnifying Parties will reimburse remain responsible for any Adverse Consequences the indemnified party for Indemnified Party may suffer resulting from, arising out of, relating to, in the costs of defending against nature of, or caused by the Third Party Claim (including reasonable attorneys' fees and expenses)to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Person (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Person (the "Indemnifying Party") under this Section 7ss.10, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party or its representative, as applicable, 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) 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 Damages costs, losses and expenses the indemnified party Indemnified Party may suffer resulting from from, arising out of or caused by the Third Party Claim; Claim (iisubject to the limits of liability described in this ss.10), (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (C) 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 have establish a material precedent, custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiD) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(bss.10(d)(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended 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 pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnifying Party. (div) In the event any of the conditions in Section 7.5(b) and 7.5(css.10(d) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however: (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will 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), subject to the limitations of its liability authorized in this ss.10, and (C) the Indemnifying Party will remain responsible for any Claims the Indemnified Party may suffer resulting from, arising out of or caused by the Third Party Claim, subject to the limitations of its liability contained in this ss.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. (ai) If any third party shall notify any indemnified 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 indemnifying party other Party (the "Indemnifying Party") under this Section 7, 8(d) 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. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; 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 (iiiF) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), 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 .

Matters Involving Third Parties. (a) If any third party shall notify notifies any indemnified party hereto (the “Indemnified Party”) with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying the other party hereto (the “Indemnifying Party”) under this Section 7SECTION 10, then the indemnified party shall Indemnified Party will notify the Indemnifying Party thereof promptly notify each indemnifying party thereof and in writing. any event within thirty (b30) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 days after receiving any written notice from a third party; provided that no delay on the indemnified party part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that, the Indemnifying Party is prejudiced thereby. Once the Indemnified Party has given notice of the Third matter to the Indemnifying Party, the Indemnified Party Claim 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 will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Indemnifying Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the 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 assuming 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: matter (ia) the indemnifying party shall pay or cause to be paid all amounts arising out Indemnifying Party will defend the Indemnified Party against the matter with counsel 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 its choice reasonably satisfactory 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. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) aboveIndemnified Party, (ib) the indemnified party 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 the Indemnified Party’s separate co-counsel to the extent (but not controli) the defense Indemnified Party concludes in good faith that the counsel the Indemnifying Party has selected has a conflict of the Third Party Claim and interest, (ii) the indemnified party Indemnifying Party is not capable by reason of insufficient financial capital, bankruptcy, receivership, liquidation, managerial deadlock or similar events of maintaining a reasonable defense of such action or proceeding, or (iii) the action or proceeding seeks injunctive or other equitable relief against the Indemnified Party), (c) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shall, delayed unreasonably) and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does Indemnifying Party will not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and 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 tothereto, without the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesunreasonably).

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (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 indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 7, 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder, and (iiiC) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7(d)(ii) above, (iA) 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 and Claim, (iiB) 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, which Indemnifying Party (such consent shall not to be unreasonably withheld unreasonably) and (C) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (such consent not to Section 7.5(bbe withheld unreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnified Party), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will 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)) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified ----------- Party") with respect to any matter matters (a "Third Party Claim") which may give ----- ----------------- rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7(S)8, 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that relief, (D) settlement or, or any adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b(S)8(d)(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c(S)8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs cost of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this (S)8.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7Article VII, then the indemnified party Indemnified Party shall promptly (but in any event within two months) 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 prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party 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: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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; diligently and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and at its affiliates, directors, officers, employees and agents with respect to such Third Party Claimsole cost. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b(S)7.04(b) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iC) the indemnified party Indemnifying Party will have the right to defend against, and not 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, subject to without the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld unreasonably). (d) In the event any of the conditions in (S)7.04(b) above is or delayed and becomes unsatisfied, however, (iiA) the indemnifying parties will reimburse the indemnified party for the costs of defending Indemnified Party shall, actively and diligently, defend against the Third Party Claim in a prudent manner, and (including B) assuming that the Indemnified Party has complied with clause (A) above, 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 7.04(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 attorneys' fees 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 expenses(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. (a) If any third party Third Party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7other Party (the "Indemnifying Party"), 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 prejudiced. (b) 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 (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify assume the indemnified party from and defense of such Third Party Claim, (ii) 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 entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; Claim and fulfill its indemnification obligations, (iiiii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnifying Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) aboveClaim, (i) 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. (but not controlc) In the event any of the conditions in Subparagraph 6.04(b) is or becomes unsatisfied, (i) the Indemnified Party may assume the defense of the Third Party Claim and with counsel of its choice, (ii) the indemnified party Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for any Adverse Consequences suffered by the Indemnified Party in defending against the Third Party Claim, and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided by this Agreement. (d) The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the any Third Party Claim if such settlement would obligate the Indemnifying Party to pay money (other than any deductible provided by Section 6.02(d) or 6.03(d) above), perform obligations or admit liability without the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Indemnifying Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does will not assume the defense of such Third Party Claim in the first instance, (i) the 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 to any Third Party Claim in any manner it reasonably may deem appropriateif such settlement would obligate the Indemnified Party to pay money, subject to perform obligations or admit liability without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesunreasonably).

Matters Involving Third Parties. (a) a. If any third party shall notify any indemnified party Indemnified Party with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party under this Section 7hereunder, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party b. The Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 business 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 any Adverse Consequences the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyrelief; and (iii) settlement of, or an adverse judgment with respect to, the indemnifying party Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iv) the 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. (c) c. So long as the indemnifying party Indemnifying Party is conducting conduction the defense of the Third Party Claim in accordance with Section 7.5(b4(b) above, (i) 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 and Claim; (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld unreasonably); and (iii) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) d. In the event any of the conditions in Section 7.5(b) and 7.5(c5 (b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instanceunsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith); (ii) the indemnifying parties Indemnifying Party will 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); and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this agreement.

Matters Involving Third Parties. (a) If any third party shall notify commence a third party Action against any indemnified party Party with respect to any matter (a "Third Party Claim") matters which may give rise to a claim for indemnification against any indemnifying party Indemnifying Party under this Section 76, then the indemnified party Party shall promptly notify each the indemnifying party Party thereof in writingwriting as soon as practicable, but in no event more than 15 calendar days after the indemnified Party shall have been served with legal process or otherwise received notice of the commencement of such Action; provided, however, that the right of the indemnified Party to indemnification shall be reduced in the event of its failure to give timely notice only to the extent the indemnifying Party is prejudiced thereby. (b) Any The indemnifying party will Party shall have the right to defend the indemnified party Party against the Third Party Claim third party Action with counsel and other representatives of its choice so long as: as (i) the indemnifying party notifies Party shall notify the indemnified party Party in writing within 20 days the 15 calendar 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 party Party from and against the entirety of any Damages damages the indemnified party Party may suffer resulting from or caused by arising out of the Third Party Claimthird party Action; and (ii) the Third indemnifying Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party diligently conducts the defense of the Third Party Claim actively and diligently. If third party Action in 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 reasonable opinion of the indemnified party; provided, however, that: Party. In the event the indemnifying Party does not comply with clauses (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 preceding sentence, the indemnified party; and (iii) that a condition Party may defend against the third party Action, preserving its rights to any such settlement shall be a complete release indemnification hereunder including, without limitation, for the cost of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claimdefense. (c) So long as the indemnifying party Party is diligently conducting the defense of the Third Party Claim third party Action in accordance with Section 7.5(b6.4(b) above, (i) the indemnified party Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in (but not control) the defense of the Third Party Claim and third party Action, (ii) the indemnified party will Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim third party Action without the prior written consent of the indemnifying partyParty, which consent shall not to be unreasonably withheld or delayed. Each , (iii) the indemnified party shall, and Party shall cause each of its affiliates, directors, officers, employees and agents to, fully cooperate fully within reason with the indemnifying party in the Party’s defense of such Third third party Action including, without limitation, providing any and all required information and documents and access to representatives of the indemnified Party Claim being defended by with knowledge of issues relevant to the claim or litigation (any such activities required to discharge this obligation to cooperate shall be incurred at the sole expense of the indemnified Party), and (iv) the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does Party shall not assume the defense of such Third Party Claim in the first instance, (i) the 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, to the Third Party Claim in any manner it reasonably may deem appropriate, subject to third party Action without the prior written consent of the indemnifying partyindemnified Party, which consent shall not to be unreasonably withheld or delayed delayed. (d) Notwithstanding any contradiction in Section 6.4 (a) —(c), an indemnified Party shall be entitled to assume the defense of any third party Action (and (ii) the indemnifying parties will reimburse Party shall be liable for the reasonable fees and expenses incurred by the indemnified Party in defending such claim) if the third party Action seeks an order, injunction, or other equitable relief or relief for the costs of defending other than money damages against the Third indemnified Party, which the indemnified Party Claim (including reasonable attorneys' fees determines, after conferring with its counsel, cannot be separated from any related claim for money damages and expenses)which, if successful, would materially adversely affect the properties or the business of the indemnified Party; provided, however, if such equitable relief portion of such third party Action can be so separated from that for money damages, the indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party a Buyer Indemnitee or Seller Indemnitee (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party the Buyer or Seller (the "Indemnifying Party") under this Section 76, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writingwriting as provided above. (b) 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 so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from its election to defend and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Indemnifying Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense of the Third Party Claim actively and diligently. If In the indemnifying party assumes event that the defense 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 assume control of the defense, settlement, negotiations or litigation relating to any such claimclaim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the indemnifying party Indemnified Party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of not settle 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, claim or the entry of any judgment arising from, any such Third Party Claim, litigation without the prior written consent of the indemnified party; providedIndemnifying Party, however, that: (i) the indemnifying party shall pay or cause such consent not 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 Claimunreasonably withheld. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) abovediligently, (i) 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 (ii) 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 partyIndemnifying Party, which such consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialwithheld. (d) In the event any of that the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party Indemnifying Party does not assume diligently conduct the defense of such Third Party Claim in the first instancedefense, (i) the indemnified party Indemnified Party may defend against the Third Party Claim and (ii) the Indemnifying Party will have remain responsible for any losses the right Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or cause by the Third Party Claim to defend againstthe extent provided in this Section 6. (e) Except with the prior written consent of the Indemnified Party, and which shall not be unreasonably withheld, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement 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, the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld such claim or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)litigation.

Matters Involving Third Parties. (a) If any third party shall will notify any indemnified Indemnified Party of any third party with respect to claim, demand, assessment or the commencement of any matter Litigation (each, a "“Third Party Claim"”) which may give rise to a claim for indemnification against pursuant to this Article VIII, the Indemnified Party will promptly (and in any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing event within 20 days 10 Business Days after the indemnified party has given receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages may give rise to a claim for indemnification against the Indemnifying Party and does not seek an injunction or other equitable relief that is likely specifying the facts constituting the basis for such claim and the amount, both to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense extent known, 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 partyclaim asserted; provided, however, that: that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (b) The Indemnifying Party will have the right to assume the defense against any Third Party Claim by providing written notice (i) within 30 days after receipt of notice of the indemnifying party shall pay Third Party Claim, 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 at any time if the Indemnified Party is not involve conducting the encumbrance defense of any assets a Third Party Claim in a reasonably diligent manner, which the Indemnifying Party may conduct with counsel of the indemnified party or include any restriction that would apply its choice reasonably satisfactory to the indemnified party; Indemnified Party and (iii) that which the Indemnifying Party may control so long as the Indemnifying Party conducts such defense in 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 Claimreasonably diligent manner. (c) So long as From and after the indemnifying party date that the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above8.5(b), (i) the indemnified party 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 and after notice thereof, (i) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate; (ii) the indemnified party 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, Indemnifying Party (which consent shall will not to be unreasonably withheld withheld, conditioned or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in ). (e) In conducting the defense of a Third Party Claim and negotiating any settlement in respect thereof, the Indemnifying Party or the Indemnified Party, as the case may be, shall keep the other Party reasonably informed of all material developments and consult with the other Party in good faith regarding the potential impact on such other Party’s business and relationship with Governmental Authorities, customers, and other third parties, and alternatives to resolve such Third Party Claim being defended by taking into consideration the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books interests of both the Indemnifying Party and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (df) In Notwithstanding any provision of this Section 9.5 to the event contrary, any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in relating to Taxes or Tax Returns shall be governed by the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry provisions of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)Section 6.15.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party 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 indemnifying party other Party (the "Indemnifying Party") under this Section 79, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced thereby. (b) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b9.4(b) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c9.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will 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), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9. (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. (a) If any third Third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7other Party (the "Indemnifying Party"), 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 prejudiced. (b) 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 Claim so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party party Claim that the indemnifying Indemnifying Party will assume the defense of such Third party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; , (ii) 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, (iii) the Third party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third party Claim is not, in the good faith judgment of the Indemnifying Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third party Claim, the Indemnified Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third party Claim. (c) In the event any of the conditions in Subparagraph 6.04 (b) is or becomes unsatisfied, (i) the Indemnified Party may assume the defense of the Third party Claim and with counsel of its choice, (ii) the indemnified Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for any Adverse Consequences suffered by the Indemnified Party in defending against the Third party Claim, and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third party Claim to the fullest extent provided by this Agreement. (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 Third indemnifying Party Claim to pay money, perform obligations or admit liability without the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Indemnifying Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does will not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement with respect toto any Third party Claim if such settlement would obligate the Indemnified Party to pay money, the Third Party Claim in any manner it reasonably may deem appropriate, subject to perform obligations or admit liability without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesunreasonably).

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third ----------------- ----- Party Claim") which may give rise to a claim for ----------- indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 78, 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fourteen (14) 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(d)(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), 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. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced by such delay. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement of any Third Party Claim in accordance the manner described above, it will be bound by the results obtained by the Indemnified Party with this Section 7.5(b), respect to 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 . In the prior consent of event 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 ClaimClaim does seek an injunction or other equitable relief, this Section 8.3(b) will not apply. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8.3(b) above, (i) 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 and Claim, (ii) 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 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliatesany judgment or enter into any settlement with respect to the Third Party Claim without obtaining (A) an entry of dismissal, directorswith prejudice, officersor an entry of dismissal, employees without prejudice and agents toa covenant not to xxx (if legal action is instituted), cooperate fully with (B) the indemnifying party full and unconditional release of the Indemnified Party from all liability in the defense respect of such Third Party Claim being defended by and (C) the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b8.3(b) and 7.5(cis or becomes unsatisfied, or if Section 8.3(b) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instanceapply, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Party will 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), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the fullest extent provided in this Article VIII.

Matters Involving Third Parties. (a) If any third party shall notify notifies any indemnified party Indemnified Party with respect to any matter (a "Third “Third-Party Claim"”) which may give rise that is subject to a claim for indemnification against any indemnifying party by an Indemnifying Party under this Section 711, then the indemnified party Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third-Party Claim) notify each indemnifying party the Indemnifying Party thereof in writingwriting (a “Notice”); provided, however, that failure to give such Notice shall not limit the right of an Indemnified Party to recover hereunder from any Indemnifying Party except to the extent that such Indemnifying Party can demonstrate actual loss or actual prejudice (and in any event, solely to the extent of such loss or prejudice) as a result of such failure. (b) Any indemnifying party Without limiting any rights of the insurer under the RWI Policy, as between the Indemnified Party and the Indemnifying Party, in the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no 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) employ counsel to contest any such claim or liability; provided, that the Indemnifying Party shall not have the right to defend assume control of such defense, if the indemnified party against claim for which the Third Indemnifying Party seeks to assume control: (A) seeks non‑monetary relief (except where non‑monetary relief is merely incidental to a primary claim or claims for monetary damages), (B) involves criminal allegations, or (C) 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 long as: requires) (i) the indemnifying party notifies “Dispute Period”), notify the indemnified party in writing within 20 days after Indemnified Party of its intention as to the indemnified party 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 given received notice of the Third Indemnifying Party’s election whether to defend any claim, the Indemnified Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party shall take reasonable steps to defend (but may suffer resulting from or caused by the Third Party Claim; (iinot settle) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense of the Third Party Claim actively and diligentlysuch claim. If the indemnifying party assumes Indemnifying Party shall decline to assume the defense of any such claim, or the indemnifying party Indemnifying Party shall select counsel reasonably acceptable fail to notify the indemnified party Indemnified Party within the Dispute Period of the Indemnifying Party’s election to conduct the defense of defend 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)claim, the indemnifying party Indemnified Party shall be authorized to consent to a settlement of, or defend against such claim (provided that the entry of any judgment arising from, any Indemnified Party shall not settle such Third Party Claim, claim without the prior consent of the indemnified party; providedIndemnifying Party (which consent shall not be unreasonably withheld, however, that: (iconditioned or delayed)) and the indemnifying party shall pay or cause to be paid all amounts arising out Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer as a result 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 Third-Party Claim to the indemnified party; and (iii) that a condition extent subject 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 Claimindemnification under this Section 11. (c) So long as For the indemnifying party is conducting the defense avoidance of the Third Party Claim in accordance with Section 7.5(b) abovedoubt, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense event that any conflict arises between the provisions of such Third Party Claim being defended by this Section 11.6 11.6(c) and the indemnifying party pursuant to provisions of Section 7.5(b12.1(c), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialprovisions of Section 12.1(c) shall govern. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) If any third party shall notify any indemnified notifies a party entitled to indemnification under this Article VII (the “Indemnified Party”) with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying another party to this Agreement under this Section 7Article VII (the “Indemnifying Party”), then the indemnified party Indemnified Party shall use reasonable efforts to notify the Indemnifying Party thereof promptly notify each indemnifying party thereof and in writing. any event within ten (b10) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 calendar days after the indemnified party has given receiving any written notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the 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 third party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent that: , the Indemnifying Party is actually prejudiced thereby. (ib) Once the indemnifying party shall pay or cause Indemnified Party has given notice of the matter to be paid all amounts arising out the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such settlement or judgment concurrently with matter pursuant to paragraph (c) below, defend against the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of matter in 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 Claimmanner it deems reasonably appropriate. (c) So long as the indemnifying party is conducting The Indemnifying Party may at any point in time choose to assume the defense of the Third Party Claim all of such matter, in accordance with Section 7.5(b) above, which event: (i) the indemnified party Indemnifying Party shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the reasonable 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 (but not controlx) 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 and shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article VII. (iie) the indemnified party will The Indemnified Party 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 partyIndemnifying Party, which consent may not be unreasonably withheld or delayed. (f) The Indemnifying Party shall not consent to the entry of a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writingwriting 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 prejudiced. (b) Any indemnifying party will Indemnifying Party shall have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party will Indemnifying Party shall indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified xl Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement of any Third Party Claim in accordance with this Section 7.5(b)the manner described above, the indemnifying party it shall be authorized to consent to a settlement of, or bound by the entry of any judgment arising from, any such Third results obtained by the Indemnified 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 the Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and (iii) the Indemnifying Party shall cause each not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c7.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) 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), and (iii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party to this Agreement (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 indemnifying other party to this Agreement (the "INDEMNIFYING PARTY") under this Section 711, 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 prejudiced. (b) 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 (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 twenty (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 any Adverse Consequences the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from or that are caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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, subject to provided it obtains the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed and unreasonably), (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party for the costs of 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, and (including reasonable attorneys' fees and expensesiii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer as a result of the Third Party Claim to the fullest extent provided in this Section 11. (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. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement of any Third Party Claim in accordance with this Section 7.5(b)the manner described above, it will be bound by the indemnifying party shall be authorized to consent to a settlement of, or results obtained by the entry of any judgment arising from, any such Third Indemnified 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 the Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iiii) the indemnified party Indemnifying 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).not

Matters Involving Third Parties. (ai) If any third party Person other than a Party or an Affiliate of a Party or successor thereto shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 78, 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 is prejudiced by such delay. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (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 the indemnified party Indemnified Party from and against any Adverse Consequences the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from or caused by the Third Party Claim; , and (iiB) the Third Indemnifying Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the 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 Claimreasonable diligence. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(e)(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shall), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe unreasonably withheld or delayed), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(e)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense becomes unsatisfied, however, and provided written notice of such Third is provided to the Indemnifying Party Claim in the first instance, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7(section)7, 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 forfeits material substantive rights or defenses or is otherwise materially prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder and (iiiC) the indemnifying party Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. If Any Indemnifying Party will have the indemnifying party assumes right to settle any action defended by the defense of any such claimIndemnifying Party, provided that settlement of, or an adverse judgment with respect to, the indemnifying party shall select counsel reasonably acceptable 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 indemnified party to conduct continuing business interests of the defense of such Third Indemnified Party Claim. If the indemnifying party shall have assumed the defense of (it being understood that any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to involving a settlement of, person or the entry of any judgment arising from, any such Third Party Claim, without the prior consent entity which is a customer or supplier of the indemnified party; providedBuyer following the Closing, however, that: (i) will be deemed to involve the indemnifying party shall pay or cause to be paid all amounts arising out possibility of such settlement a precedential custom 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 Claimpractice). (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b(section)7(e)(ii) above, (iA) 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 and Claim, (iiB) 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 and (C) the prior written Indemnifying Party may consent to the entry of any judgment or enter into any settlement with respect to the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim if such judgment or settlement 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 interest of the Indemnified Party (it being defended by understood that any Third Party Claim involving a person or entity which is a customer or supplier of the indemnifying party pursuant Buyer following the Closing, will be deemed to Section 7.5(binvolve the possibility of such a precedential custom or practice), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c(section)7(e)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this (section)7.

Matters Involving Third Parties. (a) If Parent or the Surviving Corporation or any third party shall notify any 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 indemnifying party under this Section 7Article 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 the 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; except that no delay in giving such notice shall diminish any obligation under this Article VI to provide indemnification unless (and then solely to the extent) the party thereof in writingfrom whom such indemnification is sought is prejudiced. (b) Any indemnifying party will from whom such indemnification is sought (the "Indemnifying Party") shall have the right to defend defend, at the indemnified Indemnifying Party's cost, risk and expense, the party seeking such indemnification (the "Indemnified Party") against any such claim by another person (the "Third Party Claim Claim") with counsel of the Indemnifying Party's choice (subject to the Indemnified Party's written consent) reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party notifies the indemnified party in writing within 20 15 days after the indemnified party 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 Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all Adverse Consequences the entirety of any Damages the indemnified party Indemnified Party may suffer caused by, resulting from from, arising out of or caused by relating to such Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim; Claim and fulfill its indemnification obligations thereunder, (iiiii) the Third Party Claim involves seeks only money damages and does not seek an injunction or other equitable relief that relief, (iv) 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 have establish a material precedent, custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above6.05(b), (i) 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 and Claim, (ii) 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 partyIndemnifying Party, which consent and (iii) the Indemnifying Party shall not consent to be unreasonably withheld the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (d) In the event If any of the conditions specified in Section 7.5(b6.05(b) and 7.5(c) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateadvisable (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties will Indemnifying Parties shall reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses), and (iii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the extent provided in this Article VI.

Matters Involving Third Parties. (a) If In connection with any third party shall notify any indemnified party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party provided that: (i) 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 so long as: (i) the indemnifying party notifies the indemnified party in writing within 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 Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) fulfill its indemnification obligations hereunder, A. the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; and (iii) continuing business interests of the indemnifying party Indemnified Party, and C. the 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. (cii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) subsection: A. 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 and (ii) Claim, and B. the indemnified party 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 subject to the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(bunreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (diii) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, clause (i) above is or becomes unsatisfied, however, A. the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to or obtain any consent from, any Indemnifying Party in connection therewith), B. the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties Indemnifying Parties will reimburse the indemnified party 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 any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section.

Matters Involving Third Parties. (a) If any third party shall notify notifies any indemnified party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying the other party hereto (the "Indemnifying Party") under this Section 79, then the indemnified party shall promptly Indemnified Party will notify each indemnifying party the Indemnifying Party thereof in writing. (b) Any indemnifying writing promptly and in any event within 10 days after receiving any written notice from a third party stating the nature and basis of any claim made by the third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent 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 right to defend event the indemnified party against the Third Indemnifying Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing Indemnified Party within 20 30 days after the indemnified party date the Indemnified Party has given notice of the Third Party Claim matter that the indemnifying party Indemnifying Party is assuming the defense of such matter (i) the Indemnifying Party will indemnify defend the indemnified party from and Indemnified Party against the entirety matter with counsel of any Damages its choice reasonably satisfactory to the indemnified party may suffer resulting from or caused by the Third Party Claim; Indemnified Party, (ii) the Third Indemnified Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the 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. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) 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 Indemnified Party has defenses available to it that may conflict with those of the Indemnifying Party), (but not controliii) the defense of the Third Indemnified Party Claim and (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shalldelayed unreasonably), and shall cause each (iv) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully a judgement with respect to the indemnifying party matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the defense of such Third matter releases the Indemnified Party Claim being defended by from all liability with respect thereto, without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any written consent of the conditions in Section 7.5(b) and 7.5(c) above are Indemnified Party (not to be withheld or become unsatisfied or delayed unreasonably). If the indemnifying party Indemnifying Party does not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement with respect tomatter, the Third Indemnified Party Claim may defend against the matter in any manner it reasonably may deem appropriate, subject and (i) the Indemnified Party will defend the matter with counsel of its choice reasonably satisfactory to the prior Indemnifying Party, (ii) the Indemnifying Party may retain separate counsel at its sole cost and expense, and (iii) the Indemnified Party will not consent to the entry of a judgement or enter into any settlement with respect to the matter without the written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesunreasonably). (b) The provisions of paragraph (a) of this Section 9.4 shall apply to all claims for indemnification hereunder except indemnification claims which involve Tax matters pertaining to Terex B.V. and/or the Subsidiaries, which claims shall be governed by Article 10.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 79, then the indemnified party Indemnified Party shall promptly (and in any event within ten business days after receiving notice of the Third Party Claim) 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days (or earlier in the event the underlying Third Party claim requires action) 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the 62 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b9.4(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld unreasonably) and (C) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c9.4(ii) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancefail to be complied with, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9, 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. (a) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 7Article 10, then the indemnified party Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify each indemnifying party Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) Any indemnifying party Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option will have the right at any time to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from assume and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts thereafter conduct the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense with counsel of any such claim, the indemnifying party shall select counsel its choice reasonably acceptable satisfactory 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 partyIndemnified Party; provided, however, that: (i) that 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 Indemnifying Party Claim. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) 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 Indemnified Party (not to be unreasonably withheld withheld, delayed or delayed. Each indemnified party shallconditioned) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, in which case no consent will be required; provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and shall cause each of its affiliates, directors, officers, employees expense and agents to, cooperate fully with the indemnifying party participate in the defense of the Third Party Claim (it being understood, however, that the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). Notwithstanding the foregoing, the Indemnifying Party will not have the right to assume and conduct the defense of a Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (i) such Third Party Claim being defended seeks as its primary remedy a material injunction or other material equitable relief against the Indemnified Party, (ii) the Indemnified Party shall have been advised by outside counsel that there is a conflict of interests between the indemnifying party pursuant to Section 7.5(b)Indemnified Party and the Indemnifying Party, including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (diii) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim relates to or arises in connection with a criminal action, (iv) the Indemnifying Party failed or is failing to use commercially reasonable efforts to defend such Third Party Claim, or (v) such Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the amount of Losses that are indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry defense of any judgment or enter into any settlement with respect to, the Third Party Claim in (it being understood, however, that the Indemnifying Party shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party). If the Indemnifying Party assumes the defense of any manner it reasonably may deem appropriateThird Party Claim, subject then such assumption shall not prejudice the Indemnifying Party’s right to thereafter contest the Indemnified Party’s right to indemnification for the claims asserted therein. An Indemnified Party shall not settle or compromise any Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Party. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, which consent investigation and defense of any such claim, shall not make available its personnel, and shall provide such testimony and access to be unreasonably withheld or delayed its books and (ii) records as is reasonably requested by the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Indemnifying Party Claim (including reasonable attorneys' fees and expenses)in connection therewith.

Matters Involving Third Parties. (a) If Should any claim or Proceeding by or involving a third party arise after the Closing Date for which the Seller or Purchaser (the “Indemnifying Party”), is liable under the terms of this Agreement, the parties entitled to indemnification hereunder as the case may be (the “Indemnified Parties”) shall notify the Indemnifying Party in writing within fifteen (15) days after such claim or Proceeding arises and is known to the Indemnified Parties (provided, however, that any indemnified party failure or delay in so notifying the Indemnifying Party shall not affect the indemnification obligations of the Indemnifying Party hereunder except to the extent that such failure or delay causes actual prejudice to the Indemnifying Party), and the Indemnifying Party may elect to assume the defense of such claim or Proceeding by giving written notice to the Indemnified Parties stating that the Indemnifying Party intends to assume such defense within fifteen (15) days after receipt of notice from the Indemnified Parties of such claim or Proceeding (unless the claim or Proceeding reasonably requires a response in less than fifteen (15) days after the notice is given to the Indemnifying Party, in which event the Indemnifying Party shall notify the Indemnified Party at least five (5) Business Days prior to such reasonably required response date), and the Indemnifying Party shall thereafter assume the defense of such claim or Proceeding, through counsel reasonably satisfactory to the Indemnified Parties; provided, that the Indemnified Parties may participate in such defense at their own expense but, in any event, the Indemnifying Party shall have the right, as long as it is actively defending any claim or Proceeding, to control such defense. The Indemnified Parties shall afford counsel designated by the Indemnifying Party and other authorized representatives of the Indemnifying Party reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Indemnified Parties, and to the personnel of the Indemnified Parties, and shall otherwise use all reasonable efforts to cooperate with respect the Indemnifying Party, such counsel and such other authorized representatives in connection with the exercise of the rights of the Indemnifying Party pursuant to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing9.4. (b) Any indemnifying party will have If the right Indemnifying Party elects to defend any such claim or Proceeding, the Indemnified Parties shall give the Indemnifying Party a reasonable opportunity: (i) to take part in any examination of the books and records of the Indemnified Parties; (ii) to conduct any Proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 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 Indemnified Parties or prosecute any Damages the indemnified party may suffer resulting from claim or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and Proceeding with respect thereto; (iii) to take all other required steps or actions to settle or defend any such claim or Proceeding; and (iv) to employ counsel to contest any such claim or Proceeding in the indemnifying party conducts the defense name 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 ofIndemnified Parties, 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 Claimotherwise. (c) So long as If the indemnifying party is conducting Indemnifying Party shall not assume the defense of of, or if after so assuming it shall fail to actively defend, any such claim or Proceeding, the Third Party Claim Indemnified Parties may defend against any such claim or Proceeding in accordance such manner as they may deem appropriate, and the Indemnified Parties may, with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) 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 partyIndemnifying Party, which consent shall not to be unreasonably withheld withheld, settle such claim or delayed. Each indemnified party shallProceeding on such terms as presented to the Indemnifying Party, and the Indemnifying Party promptly shall cause each reimburse the Indemnified Parties for the amount of its affiliatessuch settlement and for all expenses, directorslegal and otherwise, officers, employees reasonably and agents to, cooperate fully necessarily incurred by the Indemnified Parties in connection with the indemnifying party defense against and settlement of such claim or Proceeding. If there is no settlement of any such claim or Proceeding, the Indemnifying Party shall satisfy any judgment rendered with respect to such claim or Proceeding, before the Indemnified Parties are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnified Parties in the defense of against such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialclaim or Proceeding. (d) In If a judgment is rendered against any Indemnified Party in any claim or Proceeding covered by the event indemnification hereunder, or any Encumbrance attaches to any of the conditions assets of any Indemnified Party the Indemnifying Party immediately upon such entry or attachment shall pay such judgment in Section 7.5(b) full or discharge such Encumbrance unless, at the Indemnifying Party expense and 7.5(c) above are or become unsatisfied direction, an appeal is taken under which the execution of the judgment or the indemnifying party does not assume attachment of the defense of Encumbrance is stayed. If and when a final judgment is rendered in any such Third Proceeding, the Indemnifying Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry of any shall forthwith pay such judgment or enter into discharge such Encumbrance before any settlement with respect to, the Third Indemnified Party Claim in any manner it reasonably may deem appropriate, subject is compelled to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)do so.

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writingwriting 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 prejudiced. (b) Any indemnifying party will Indemnifying Party shall have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party will Indemnifying Party shall indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) 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. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the 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, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (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 indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 7, 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7(d)(ii) above, (iA) 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 and Claim, (iiB) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), 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 7. (v) Notwithstanding anything contained in this Section 7(d), in no event shall the liability to or obligation to indemnify any other Party of any Transferor exceed the value of his ownership interest in the Transferee.

Matters Involving Third Parties. (a) If any third party shall will notify any indemnified Indemnified Party of any third party with respect to claim, demand, assessment or the commencement of any matter Litigation (each, a "“Third Party Claim"”) which may give rise to a claim for indemnification against pursuant to this Article VIII, the Indemnified Party will promptly (and in any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing event within 20 days 10 Business Days after the indemnified party has given receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages may give rise to a claim for indemnification against the Indemnifying Party and does not seek an injunction or other equitable relief that is likely specifying the facts constituting the basis for such claim and the amount, both to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense extent known, 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 partyclaim asserted; provided, however, that: that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (b) The Indemnifying Party will have the right to assume the defense against any Third Party Claim by providing written notice (i) within 30 days after receipt of notice of the indemnifying party shall pay Third Party Claim, 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 at any time if the Indemnified Party is not involve conducting the encumbrance defense of any assets a Third Party Claim in a reasonably diligent manner, which the Indemnifying Party may conduct with counsel of the indemnified party or include any restriction that would apply its choice reasonably satisfactory to the indemnified party; Indemnified Party and (iii) that which the Indemnifying Party may control so long as the Indemnifying Party conducts such defense in 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 Claimreasonably diligent manner. (c) So long as From and after the indemnifying party date that the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above8.5(b), (i) the indemnified party 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 and after notice thereof, (i) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate; (ii) the indemnified party 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, Indemnifying Party (which consent shall will not to be unreasonably withheld withheld, conditioned or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in ). (e) In conducting the defense of a Third Party Claim and negotiating any settlement in respect thereof, the Indemnifying Party or the Indemnified Party, as the case may be, shall keep the other Party reasonably informed of all material developments and consult with the other Party in good faith regarding the potential impact on such other Party’s business and relationship with Governmental Authorities, customers, and other third parties, and alternatives to resolve such Third Party Claim being defended by taking into consideration the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books interests of both the Indemnifying Party and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (df) In Notwithstanding any provision of this Section 9.5 to the event contrary, any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in relating to Taxes or Tax Returns shall be governed by the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry provisions of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)Section 6.15.

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement of any Third Party Claim in accordance with this Section 7.5(b)the manner described above, it will be bound by the indemnifying party shall be authorized to consent to a settlement of, or results obtained by the entry of any judgment arising from, any such Third Indemnified 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 the Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c7.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Party will 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), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party shall notify commence an action, suit or claim against any 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 indemnifying party Indemnifying Party under this Section 7Article VI, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writingwriting as soon as practicable. (b) Any indemnifying party will The Indemnifying Party shall have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice that is reasonably acceptable to Indemnified Party, so long as: as (i) the indemnifying party notifies Indemnifying Party shall notify the indemnified party Indemnified Party in writing (within 20 10 days after the indemnified party has given its receipt of notice of the Third Party Claim Claim) that the indemnifying party it will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from or caused by arising out of the Third Party Claim; Claim and (ii) the Third Indemnifying Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party diligently 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. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b6.5(b) abovehereof, (i) the indemnified party Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) 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 consent of the Indemnifying Party, (iii) the Indemnified Party shall cooperate within reason with such defense and (iv) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying partyIndemnified Party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallShould the Indemnified Party withhold consent under clause (iv) above in respect of a judgment or settlement involving only the payment of money by the Indemnifying Party, the Indemnifying Party shall have the right, upon notice to the Indemnified Party within seven days of receipt of the Indemnified Party's denial of consent, to pay to the Indemnified Party the full amount of such judgment or settlement, including all interest, costs or other charges relating thereto, and shall cause each of its affiliatespay all attorneys' fees incurred to such date for which the Indemnifying Party is obligated under this Agreement, directors, officers, employees at which time the Indemnifying Party's rights and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement obligations with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)cease.

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) 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, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement of any Third Party Claim in accordance with this Section 7.5(b)the manner described above, it will be bound by the indemnifying party shall be authorized to consent to a settlement of, or results obtained by the entry of any judgment arising from, any such Third Indemnified 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 the Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c7.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third any Indemnifying Party Claim (including reasonable attorneys' fees and expenses).in

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified ------------ Party") with respect to any matter (a "Third Party Claim") which may give ------ ------------------- rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7(S)6, 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 prejudiced. (bii) 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 (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 30 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 Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) 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 that 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 have establish a material precedential custom or practice [materially] adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) 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. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b(S)6 (d)(ii) above, (iA) 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 and Claim, (iiB) 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 partyIndemnifying Party, which and (C) the Indemnifying Party will not consent shall to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayedunreasonably). Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c(S)6(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will 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), 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 (S)6.

Matters Involving Third Parties. (a) If In the event any third claim is made or suit is filed against a party shall notify any 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 with respect 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 any matter (a "Third Party Claim") which may give rise to a claim for indemnification against so notify any indemnifying party under this Section 7of the commencement of any such claim, then suit or proceeding will not relieve such indemnifying party from liability unless such failure adversely affects the indemnified ability of such indemnifying party to defend its interests in such claim, action or proceeding. The indemnifying party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party will have the right and shall be given the opportunity to defend assume and control the defense of such claim, suit or proceeding with counsel of its choice reasonably satisfactory to the -38- 39 indemnified party against the Third Party Claim so long as: as (i) the indemnifying party notifies the indemnified party in writing of its intention to assume and control such defense within 20 30 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from such claim, and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense of the Third Party Claim such 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 that indemnified party or include any restriction that would apply to the (at indemnified party; and (iii's expense) 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. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not controlcontrol the conduct of) all matters pertaining to the defense or settlement of such claim, suit or proceeding. Whether or not the Third Party Claim and (ii) indemnifying party elects to assume such defense, the indemnified party will 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, which consent shall not to be unreasonably withheld or delayed. Each The indemnified party shallparty's consent to the settlement of any such claim, suit or proceeding by the Stockholders shall be required and shall cause each not be unreasonably withheld or delayed, but such consent shall not be required if (or to the extent that) such settlement only requires the payment of its affiliates, directors, officers, employees and agents to, cooperate fully with a monetary amount which the indemnifying party in is able to pay and includes a full release of claims against the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialparty. (db) In the event any of the conditions in Section 7.5(bclauses (i) and 7.5(c(ii) of Section 10.5(a) above are is or become unsatisfied becomes unsatisfied, or if the indemnifying party does has elected not assume to conduct the defense of such Third Party Claim in the first instanceclaim, (i) the indemnified party will have the right to 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; provided, subject 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, party (which consent shall not to be unreasonably withheld or delayed delayed) if such settlement would entitle, or give rise to a claim by, the indemnified party to be paid monetary damages by the indemnifying party pursuant to this Article X, and (ii) subject to the proviso in clause (i), the indemnifying parties party will reimburse remain responsible for any damages the indemnified party for may suffer resulting from, arising out of, relating to, in the costs of defending against nature of, or caused by such claim to the Third Party Claim (including reasonable attorneys' fees and expenses).fullest extent provided in this Article X.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by such Indemnified Party for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7Agreement, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in writingnotifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is damaged thereby. (b) Any indemnifying party Indemnifying Party will have the right to defend assume the indemnified party defense of the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party, so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party in writing Indemnified Party, within 20 fifteen (15) days after the indemnified party 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 Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the indemnified party from and Indemnified Party against the entirety of any Damages the indemnified party may suffer resulting from or caused by the such Third Party Claim; Claim in accordance with the terms and limitations of this Section 7.6(b), (ii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder with respect thereto, and (iii) 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. (c) So long as the indemnifying party is conducting conditions set forth in Section 7.6(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Third-Party Claim in accordance with Section 7.5(b) above, 7.6(b); (iii) the indemnified party 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 the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (but not controliii) the defense of the Third Indemnified Party Claim and (ii) 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 Indemnifying Party (not to be unreasonably withheld withheld, conditioned or delayed. Each indemnified party ), (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement, which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, and (v) the Indemnified Party shall, at the Indemnifying Party's reasonable request and shall cause each of its affiliates, directors, officers, employees and agents toat the Indemnifying Party's expense, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial.matter. In the (d) In If any injunction or other equitable relief is entered against the event Indemnified Party during the course of any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in Claim, if brought during the first instanceSurvival Period, and such injunction or equitable relief is not removed within ten (10) days (an "Indemnified Party Controlled Claim"), then (i) the indemnified party will have Indemnified Party may assume control of the right defense of, and, subject to defend againstthe provisions of this Section 7.6(d), and consent to the entry of any judgment or enter into any settlement with respect to, such Indemnified Party Controlled Claim; and (ii) the Third Indemnifying Parties will remain responsible in accordance with the terms and limitations of this Section 7.6 for any Buyer Indemnifiable Losses which Buyer may suffer arising out of or relating to such Indemnified Party Controlled Claim. The Indemnified Party may consent to the entry of any judgment or enter into any settlement of any Indemnified Party Controlled Claim in any manner it reasonably may deem appropriate, subject and the Indemnifying Party shall not be entitled to raise any objection in any other forum or proceeding to the prior written consent amount or appropriateness of the indemnifying party, which consent shall not to be unreasonably withheld any such judgment or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)settlement.

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any indemnified party Indemnified Party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 712.1, then the indemnified party Indemnified Party shall promptly notify each indemnifying party thereof the Indemnifying Party in writingwriting as soon as practicable. (b) Any indemnifying party will The Indemnifying Party shall have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice and reasonably acceptable to the Indemnified Party so long as: as (i) the indemnifying party notifies Indemnifying Party shall notify the indemnified party Indemnified Party in writing (within 20 30 days after the indemnified party has given notice its receipt of notice, in accordance with Section 15.7, of the Third Party Claim as provided in Section 12.2 or, if the Indemnifying Party has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 12.1) that the indemnifying party Indemnified Party will indemnify the indemnified party be entitled to indemnification under Section 12.1 hereof from and against the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from or caused by arising out of the Third Party Claim; Claim and (ii) the Third Indemnifying Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. If It is agreed that no delay on the indemnifying party assumes part of the defense Indemnified Party in notifying any Indemnifying Party of a claim (including 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 ) will relieve the indemnifying party shall have assumed the defense of any Third Indemnifying Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized thereby unless said Indemnifying Party is prejudiced by such failure 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 Claimgive notice. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12.3(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) 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 partyIndemnifying Party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and (iii) the Indemnified Party shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully within reason with the indemnifying party in the Indemnifying Party's defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iiv) the indemnified party will have the right to defend against, and Indemnifying Party shall not 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, subject to without the prior written consent of the indemnifying partyIndemnified Party, which consent shall not to be unreasonably withheld or delayed and (ii) delayed. Notwithstanding any other provision of this Section 12.3, if an Indemnified Party withholds its consent to a settlement or elects to defend any claim, where but for such action the indemnifying parties will reimburse Indemnifying Party could have settled such claim, the indemnified party Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the costs of defending against the Third Indemnifying Party Claim (including reasonable attorneys' fees and expenses)could have settled such claim.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by such Indemnified Party for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7Agreement, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in writingnotifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is damaged thereby. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party, so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party in writing Indemnified Party, within 20 fifteen (15) business days after the indemnified party 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 Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the indemnified party from and Indemnified Party against the entirety of any Damages the indemnified party may suffer resulting from or caused by the such Third Party Claim; Claim in accordance with the terms and limitations of this Section 9.04, (iiB) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder with respect thereto, and (iiiC) 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. (ciii) So long as the indemnifying party is conducting conditions set forth in Section 9.04(d)(ii) are and remain satisfied, then (A) the Indemnifying Party may conduct the defense of the Third Third-Party Claim in accordance with Section 7.5(b) above9.04(d)(ii), (iB) the indemnified party 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 the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (but not controlC) the defense of the Third Indemnified Party Claim and (ii) 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 Indemnifying Party (not to be unreasonably withheld withheld, conditioned or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iD) the indemnified party Indemnifying Party will have the right to defend against, and not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect tothereto, and (E) 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 that the conditions in Section 9.04(d)(ii) are not or become unsatisfied in the case of any Third Party Claim in any manner it reasonably Claim, then the Indemnified Party may deem appropriate, subject to the prior written consent assume control of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs defense of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)such claim.

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writingwriting 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 prejudiced. (b) Any indemnifying party will Indemnifying Party shall have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party will Indemnifying Party shall indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of 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 or settlement of any Third Party Claim in accordance with this Section 7.5(b)the manner described above, the indemnifying party it shall be authorized to consent to a settlement of, or bound by the entry of any judgment arising from, any such Third results obtained by the Indemnified 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 the Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(b) above, (i) 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 and Claim, (ii) 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, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and (iii) the Indemnifying Party shall cause each not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c7.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to 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 appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) 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), and (iii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the fullest extent provided in this Section 7.