Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as, (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaims, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable 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, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party, not to be withheld unreasonablyParty from all liability thereunder. (ivd) In the event any of the conditions in section 9(d)(iiSection 9.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, with or obtain any the consent from, from any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses, ) and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section Section 9.

Matters Involving Third Parties. (i) 13.3.1 If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Section 13, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part Party of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any 13.3.2 Should the Indemnifying Party will contest its alleged obligation to indemnify the Indemnified Party, either Party shall have the right to submit to binding arbitration in accordance with the provisions of Section 15.15 the determination of whether or not the indemnity provisions set out in this Section 13 shall apply, and whether or not the Indemnifying Party shall be under obligation of indemnity towards the Indemnified Party. To the extent possible under applicable law and arbitration rules, such determination shall be made in an expedited manner and, if possible, within thirty (30) days from submission for arbitration. 13.3.3 Except for patent disputes and claims covered under Sections 9 or 10, any Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Aa) the Indemnifying Party notifies notified the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Indemnifying Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify shall assume the defense of the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by with respect to the Third Party Claim, ; (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; and (Cc) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 13.3.4 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Section 13.3.3 above: (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bb) no compromise or settlement of the Third Party Claim may be effected by the Indemnified Party will not without the consent to of the entry of any judgment Indemnifying Party; and (c) the Indemnifying Party may compromise or enter into any settlement with respect to settle the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. Party provided that (ivi) In the event there is no finding or admission of any violation of law or any violation of the conditions rights of any Third Party; (ii) the sole relief provided is money in section 9(d)(iinature and is paid in full by the Indemnifying Party; and (iii) written agreement is or becomes unsatisfied, however, (A) obtained releasing the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9from all liability thereunder.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a 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 other Party another party to this Agreement (the "“Indemnifying Party"”) under this section 9Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless unless, and then solely to the extent that, the Indemnifying Party thereby is prejudicedactually prejudiced thereby. (iib) Any 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 will have may at any point in time choose to assume the right to defense of all of such matter, in which event: (i) the Indemnifying Party shall defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.Party, (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the fees and participate expenses of one separate co-counsel for all Indemnified Parties to the extent the Indemnified Party is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party), and (iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Third Indemnifying Party Claim, shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article VII. (Be) the The Indemnified Party will shall not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party, which consent may not to be unreasonably withheld unreasonablyor delayed; provided, and (C) however, that if the Indemnifying Party will has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party may take any such action without the consent of the Indemnifying Party. (f) The Indemnifying Party shall not consent to the entry of a judgment with respect to any judgment matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party, Party (not to be unreasonably withheld unreasonablyor delayed). (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this section 9Article 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right obligation to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as If the Indemnifying Party is not conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.4 (b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole the Indemnifying Party's cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (ivd) In the event any of the conditions in section 9(d)(iiSection 8.4 (b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Article 8.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Article IX, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will 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 approval of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent approval of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in section 9(d)(iiSection 9.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this section 9Article IX.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaims, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable 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, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (such consent not to be withheld unreasonablyunreasonably withheld, delayed or conditioned), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party, not to be withheld unreasonablyParty from all liability thereunder. (ivd) In the event any of the conditions in section 9(d)(iiSection 9.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, with or obtain any the consent from, from any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses, ) and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section Section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any 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 other Party (the "Indemnifying Party") under this section Article 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudicedmaterially prejudiced by such delay. (iib) Any An Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, ; and (Ciii) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. Unless and until the Indemnifying Party makes an election in accordance with this Section 9.4(b), all of the Indemnified Party's reasonable costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Adverse Consequences subject to indemnification hereunder to the extent provided herein. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with section 9(d)(ii)Section 9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (Bprovided that the costs and expense of such co-counsel shall be for the account of the Indemnifying Party if the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such co-counsel that there may be one or more legal defenses available to the Indemnifying Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party); (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, Party (not to be withheld unreasonably, ); and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall will notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this section 9Section 7, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderobligations, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Cv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(iiSection 7.4(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event If any of the conditions in section 9(d)(iiSection 7.4(b) is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any Party Person entitled to indemnification hereunder (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may that is reasonably expected to give rise to a claim for indemnification against any other a Party (the "“Indemnifying Party"”) under this section 9Article 8, then the Indemnified Party shall promptly (and in any event within five Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless and then solely liability that it may have to the Indemnified Party, except to the extent the Indemnifying Party thereby defense of such claim is prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (ii) Any The Indemnifying Party will shall have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) and the Indemnifying Party notifies shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Indemnifying Party in writing within 15 days after shall not consent to the Indemnified Party has given notice entry of any judgment or enter into any settlement with respect to the Third Party Claim that which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably). (iii) Unless and until the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts assumes the defense of the Third Party Claim actively and diligently. (iii) So long as provided in Section 8(d)(i), the Indemnifying Indemnified Party is conducting the defense of may defend against the Third Party Claim in accordance with section 9(d)(ii), any manner it reasonably may deem appropriate. (Aiv) In no event shall the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be withheld unreasonablywithheld, and (C) the Indemnifying Party will not consent to the entry of any judgment delayed or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld conditioned unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any the Indemnified Party (the "Indemnified Party") with respect as to any matter in respect of which the right to indemnification contained in this Article 10 may be claimed (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve give the Indemnifying Party from any obligation hereunder unless notice of such Third Party Claim as provided in Section 10.3 above; and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim Claim, consent to the entry of any judgment with respect thereto and enter into any settlement with respect thereto, all with counsel of its choice reasonably satisfactory to the Indemnified Party choice, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third Party Claim pursuant to Section 10.3, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, . (Bb) If the Indemnifying Party provides undertakes the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the defense of any Third Party Claim and fulfill its indemnification obligations hereunderpursuant to Section 10.4(a) above, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense (and such expenses shall not be Indemnifiable Damages) and participate in the defense of the such Third Party Claim, (B) the . 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 without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably, and (C) the ). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim that does not include a full release by the third party of the Indemnified Party from all Indemnifiable Damages relating to such Third Party Claim, without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivc) In The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the event any other parties hereto information or data in connection with the handling of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry defense of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate or litigation (including counterclaims filed by the parties), and the Indemnified Party need not consult withparty receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, or obtain any consent fromincluding, any Indemnifying Party in connection therewith)without limitation, (B1) the Indemnifying Parties will reimburse the Indemnified Party promptly all out-of-pocket, travel and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' similar expenses incurred by its personnel in rendering these services; and (2) all fees and expenses, and (C) expenses for services performed by third parties engaged by or at 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 9request of such other party.

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against 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 other Party (the "Indemnifying Party") under this section 9Article IX, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any writing as soon as practicable. (b) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party so long as (A) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 thirty (30) days after the Indemnified Party has given its receipt of notice of the Third Party Claim that as provided in Section 9.2 or, if the Indemnifying Party will indemnify has disputed the claim for indemnification, then within ten (10) days of a final determination that such claim is a valid claim under Section 9.2) that the Indemnified Party will be entitled to indemnification under Section 9.2 hereof from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by of the Third Party Claim, . It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (Bincluding any Third Party Claim) will relieve the Indemnifying Party provides the Indemnified Party with reasonable evidence that the thereby unless said Indemnifying Party will have the financial resources is materially prejudiced by such failure to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlygive notice. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 9.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld unreasonablyor delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 9.3, if an Indemnified Party withholds its consent to a settlement or elects to defend any claim, where but for such action the Indemnifying Party could have settled such claim, the Indemnifying Party shall be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) required to indemnify the Indemnified Party may defend against, and consent only up to a maximum of the entry of any judgment or enter into any bona fide settlement with respect to, offer for which the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9could have settled such claim.

Matters Involving Third Parties. (i) 9.3.1 If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part Party of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. 9.3.2 Should the Indemnifying Party contest its alleged obligation to indemnify the Indemnified Party, either Party shall have the right to submit to binding arbitration in accordance with the provisions of Section 12.15 the determination of whether or not the indemnity provisions set out in this Section 9 shall apply, and whether or not the Indemnifying Party shall be under obligation of indemnity towards the Indemnified Party. To the extent possible under applicable law and arbitration rules, such determination shall be made in an expedited manner and, if possible, within thirty (ii30) days from submission for arbitration. 9.3.3 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Aa) the Indemnifying Party notifies notified the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Indemnifying Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify shall assume the defense of the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by with respect to the Third Party Claim, ; (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; and (Cc) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 9.3.4 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Section 9.3.3 above: (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bb) no compromise or settlement of the Third Party Claim may be effected by the Indemnified Party will not without the consent to of the entry of any judgment Indemnifying Party; and (c) the Indemnifying Party may compromise or enter into any settlement with respect to settle the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party provided that (i) there is no finding or admission of any violation of law or any violation of the rights of any Third Party; (ii) the sole relief provided is money in nature and is paid in full by the Indemnifying Party; and (iii) written agreement is obtained releasing the Indemnified Party from all liability thereunder. 9.3.5 In the event of a claim to the effect that API infringes or violates any patent or other intellectual property right of any Third Party or in the event of other material litigation, threatened or actual, involving the API: (a) either Party shall have the right to (i) suspend further supply and/or purchase of the API, and/or (ii) require the other Party, and the other Party agrees to comply with such requirement, to suspend the Manufacturing, supply and/or purchase of, and/or other activities involving, the API to the extent this is deemed necessary or advisable by a Party (upon having consulted its legal advisors) or required by a court ordered injunction, or an arbitrator(s) award or order (whether interim or final) to prevent or limit actual or possible damages, liability or injury to Customer and/or Supplier. In the event a Party does not abide with such request, then all Manufacture, supply, purchase of, and/or other activities involving the affected API by such Party shall be at the sole risk and responsibility of such Party, and such Party shall indemnity and hold the other Party harmless, subject to be withheld unreasonablythe terms and limitations set out in this Section 9.3 from and against any liabilities, losses, fines, penalties, damages and expenses (including reasonable attorney’s fees) incurred in connection with or as a consequence of such activities. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (Ab) the Indemnified Party may defend againstParties shall use commercially reasonable efforts to cooperate to address and resolve such dispute or litigation in a mutually acceptable way, and consent including, with respect to the entry infringement or violation of any judgment patent or enter into other intellectual property right of any settlement Third Party, without limitation, obtaining a license if practical and/or endeavoring to Manufacture the API in a non-infringing manner or have Orion relocate the Manufacture (if necessary through outsourcing to a Third Party) to a jurisdiction where the Manufacture of API does not infringe third party rights; and (c) Failing a solution referred to in b) above with respect to, the to infringement or violation of any patent or other intellectual property right of any Third Party Claim within twelve (12) months from the initiation of measures referred to in any manner it reasonably may deem appropriate (a) above, Customer shall have the right to purchase API from an alternative supplier as set out and further described in Section 11 below until the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9infringement issue has been resolved.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Section 8, then the Indemnified Party shall as promptly as reasonably possible after receipt of notice of the Third Party Claim (but in no event later than ten (10) Business Days after receipt by the Indemnified Party of notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing, and in reasonable detail, of the Third-Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party is thereby is prejudiced. 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. (iib) Any An Indemnifying Party will have the right to defend assume and control the defense of the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively involves only money Damages and diligentlydoes not seek an injunction or other equitable relief. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with section 9(d)(ii)Section 8.7(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, Party and (Ciii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonablyunreasonably withheld). (ivd) In the event any of the conditions in section 9(d)(iiSection 8.7(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not shall consult with, or but shall not need to obtain any consent from, any the Indemnifying Party prior to consenting to any judgment or the entry into any settlement in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses, ) and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Third-Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have damaged. In the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the event any Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim matter that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claimdefense thereof, (Bi) the Indemnifying Party provides will defend the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill matter with counsel of its indemnification obligations hereunder, and (C) choice reasonably satisfactory to the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Indemnified Party, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Third separate co-counsel to the extent the Indemnified Party Claimconcludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (Biii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.and

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party to this Agreement (the "‘‘Indemnified Party"’’) with respect to any matter (a "Third Party Claim") which may give rise to a claim (other than a Tax Claim) for indemnification against any other Party another party to this Agreement (the "‘‘Indemnifying Party"’’) under this section 9Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify each the Indemnifying Party thereof promptly and in writingany event within ten days after receiving any written notice from a third party; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless unless, and then solely to the extent that, the Indemnifying Party thereby is prejudicedactually prejudiced thereby. (iib) Any 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 will have may at any point in time choose to assume the right to defense of all of such matter, in which event: (i) the Indemnifying Party shall defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.Party, (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party shall be responsible for the fees and participate expenses of one separate co-counsel for all Indemnified Parties to the extent the Indemnified Party is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party), and (iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Third Indemnifying Party Claim, shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article VII. (Be) the The Indemnified Party will shall not consent to the entry of any a judgment or enter into any settlement with respect to the Third Party Claim any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party, which consent may not to be unreasonably withheld unreasonablyor delayed; provided, and (C) however, that if the Indemnifying Party will has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party may take any such action without the consent of the Indemnifying Party. (f) The Indemnifying Party shall not consent to the entry of a judgment with respect to any judgment matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party, Party (not to be unreasonably withheld unreasonablyor delayed). (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this section 9Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to defend 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 that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party against for any period during which the Third Indemnifying Party Claim with counsel of its choice reasonably satisfactory to has not assumed the defense thereof (other than during any period in which the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given shall have failed to give notice of the Third Party Claim that as provided above). If the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, chooses to defend or caused by the prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (Bupon the Indemnifying Party’s request) the provision to the Indemnifying Party provides the Indemnified Party with reasonable evidence of records and information that the Indemnifying Party will have the financial resources are reasonably relevant to defend against the such Third Party Claim and fulfill its indemnification obligations hereunderClaim, and (C) the Indemnifying Party conducts the defense making employees available on a mutually convenient basis to provide additional information and explanation of the Third Party Claim actively and diligentlyany material provided hereunder. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Notwithstanding clause (ii) above, (Ax) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in may, by prior written notice to the Indemnifying Party, assume the defense of the any Third Party Claim, (B) Claim if the Indemnified Party will not consent shall have been advised by counsel that there are one or more legal defenses available to the entry of any judgment Indemnified Party which are different from or enter into any settlement with respect in addition to those available to the Third Indemnifying Party, and, in the reasonable opinion of the Indemnified Party Claim without and its counsel, counsel for the prior written consent Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, not or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be withheld unreasonablyentitled to indemnification under this Agreement the Indemnified Party may, and (C) by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party will not consent assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the entry provisions of any judgment this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or enter into any settlement settling such claim; provided that the Indemnifying Party’s liability with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not any settlement or compromise shall be subject to be withheld unreasonably. (ivSection 8(d)(iv) below. In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the a Third Party Claim in any manner it reasonably may deem appropriate injunctive or equitable relief claim that would fall under both subsections (x) and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith(y) of this Section 8(d)(iii), subsection (By) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any either 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 the other Party (the "Indemnifying Party") under this section §9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party settlement of, or an adverse judgment with reasonable evidence that the Indemnifying Party will have the financial resources to defend against respect to, the Third Party Claim and fulfill its indemnification obligations hereunderis 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 (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)§9.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) agreement is or becomes unsatisfied, however, (A) obtained releasing the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9from all liability thereunder.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party hereto (the "Indemnifying Party") under this section 9Article VII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have damaged. In the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) event the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim matter that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claimdefense thereof, (Bi) the Indemnifying Party provides will defend the Indemnified Party against the matter with reasonable evidence that counsel of the Indemnifying Party will have Party's choice reasonably satisfactory to the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Indemnified Party, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Third separate co-counsel to the extent the Indemnified Party Claimreasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (Biii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Civ) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.consent

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against 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 other Party (the "Indemnifying Party") under this section 9Section 10.1, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any writing as soon as practicable. (b) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party so long as (Ai) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 30 days after the Indemnified Party has given notice its receipt of notice, in accordance with Section 12.5, of the Third Party Claim that as provided in Section 10.2 or, if the Indemnifying Party will indemnify has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 10.1) that the Indemnified Party will be entitled to indemnification under Section 10.1 hereof from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against of the Third Party Claim and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any Third Party Claim) will relieve the Indemnifying Party thereby unless said Indemnifying Party is prejudiced by such failure to give notice. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 10.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld unreasonablyor delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably withheld unreasonablyor delayed. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (i) 9.3.1 If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part Party of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. 9.3.2 Should the Indemnifying Party contest its alleged obligation to indemnify the Indemnified Party, either Party shall have the right to submit to binding arbitration in accordance with the provisions of Section 12.15 the determination of whether or not the indemnity provisions set out in this Section 9 shall apply, and whether or not the Indemnifying Party shall be under obligation of indemnity towards the Indemnified Party. To the extent possible under applicable law and arbitration rules, such determination shall be made in an expedited manner and, if possible, within thirty (ii30) days from submission for arbitration. 9.3.3 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Aa) the Indemnifying Party notifies notified the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Indemnifying Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify shall assume the defense of the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by with respect to the Third Party Claim, ; (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; and (Cc) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iii) 9.3.4 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Section 9.3.3 above: (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bb) no compromise or settlement of the Third Party Claim may be effected by the Indemnified Party will not without the consent to of the entry of any judgment Indemnifying Party; and (c) the Indemnifying Party may compromise or enter into any settlement with respect to settle the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party provided that (i) there is no finding or admission of any violation of law or any violation of the rights of any Third Party; (ii) the sole relief provided is money in nature and is paid in full by the Indemnifying Party; and (iii) written agreement is obtained releasing the Indemnified Party from all liability thereunder. 9.3.5 In the event of a claim to the effect that API infringes or violates any patent or other intellectual property right of any Third Party or in the event of other material litigation, threatened or actual, involving the API: (a) either Party shall have the right to (i) suspend further supply and/or purchase of the API, and/or (ii) require the other Party, and the other Party agrees to comply with such requirement, to suspend the Manufacturing, supply and/or purchase of, and/or other activities involving, the API to the extent this is deemed necessary or advisable by a Party (upon having consulted its legal advisors) or required by a court ordered injunction, or an arbitrator(s) award or order (whether interim or final) to prevent or limit actual or possible damages, liability or injury to Customer and/or Supplier. In the event a Party does not abide with such request, then all Manufacture, supply, purchase of, and/or other activities involving the affected API by such Party shall be at the sole risk and responsibility of such Party, and such Party shall indemnity and hold the other Party harmless, subject to be withheld unreasonablythe terms and limitations set out in this Section 9.3 from and against any liabilities, losses, fines, penalties, damages and expenses (including reasonable attorney’s fees) incurred in connection with or as a consequence of such activities. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (Ab) the Indemnified Party may defend againstParties shall use commercially reasonable efforts to cooperate to address and resolve such dispute or litigation in a mutually acceptable way, and consent including, with respect to the entry infringement or violation of any judgment patent or enter into other intellectual property right of any settlement Third Party, without limitation, obtaining a license if practical and/or endeavoring to Manufacture the API in a non-infringing manner or have Orion relocate the Manufacture (if necessary through outsourcing to a Third Party) to a jurisdiction where the Manufacture of API does not infringe third party rights; and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Failing a solution referred to in b) above with respect to, the to infringement or violation of any patent or other intellectual property right of any Third Party Claim within twelve (12) months from the initiation of measures referred to in any manner it reasonably may deem appropriate (a) above, Customer shall have the right to purchase API from an alternative supplier as set out and further described in Section 11 below until the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9infringement issue has been resolved.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this section 9Agreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Party thereby is prejudiceddisadvantaged or damaged thereby. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the a Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party Party, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing Party, within 15 thirty (30) business days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party that the Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim in accordance with the terms and fulfill its indemnification obligations hereunderlimitations of this Section 8.1, and (CB) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the conditions set forth in Section 8.1(f)(ii) are and remain satisfied, then (A) the Indemnifying Party is conducting may conduct the defense of the Third 58 63 Third-Party Claim in accordance with section 9(d)(ii)Claim, (AB) the Indemnified Party may retain one separate local co-counsel in each relevant jurisdiction at its sole cost and expense and participate in the defense of the Third Party Claimexpense, (BC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonablyunreasonably withheld), and (CD) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which (x) requires a payment by the Indemnified Party other than from the Escrow Amount, (y) 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, or (z) in the case of a Third Party Claim initiated by any taxing authority with respect to Taxes, which would increase the Third Party Claim liability for Taxes of the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not to be withheld unreasonably. unreasonably withheld, and (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (AE) 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 8.1(f)(ii) are or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may defend againstassume control of the defense of such claim, and subject to the requirement that it not enter into any settlement or consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and matter without the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) of the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expensesParty, 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 9which consent shall not be unreasonably withheld.

Matters Involving Third Parties. (i) If any third party shall notify any Party (for purposes hereof the "term “Party” shall be deemed to include the Shareholders) (the “Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Section 8, then the Indemnified Party shall promptly (but in no event more than fifteen (15) days after the Indemnified Party receives notice of such Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party (and Parent and Buyer hereby acknowledge that Vedder, Price, Xxxxxxx & Kammholz is satisfactory) so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify assume and control the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderdefense, and (CB) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) neither the Indemnifying Party nor the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and other Party (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written which consent of the Indemnified Party, other Party shall not to be unreasonably withheld unreasonablyor delayed). (iv) In the event any of the conditions in section 9(d)(ii8(d)(ii) above is or becomes unsatisfied, however, (A) after written notice to the Indemnifying Party in the event the conditions in Section 8(d)(ii) become unsatisfied and are not cured within thirty (30) days after such notice, the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting fromresulting, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. (i) 8.4.1 If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8.4.1, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) 8.4.2 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse 29 judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Cv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) 8.4.3 So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.4.2 above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) 8.4.4 In the event any of the conditions in section 9(d)(ii) Section 8.4.2 above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 8.4.4.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Article IX, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party thereby is prejudiced (and then solely to the extent of such prejudice) by such failure to provide timely notice. Such notice by the Indemnifying Indemnified Party thereby is prejudicedshall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (iib) Any Indemnifying Party will have the right to defend participate in or assume, at the Indemnified Party against Indemnifying Party’s sole cost and expense, the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the if such Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after receipt of the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources it intends to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts assume the defense of the Third Party Claim actively and diligently. (iii) So long as Claim. In the event that the Indemnifying Party is conducting assumes the defense of any Third Party Claim, subject to Section 9.05(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party and the Indemnified Party shall cooperate in good faith in the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Claim. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) but the fees and expenses of such counsel employed by the Indemnified Party will not consent shall be at the expense of the Indemnified Party subject to the entry Indemnifying Party’s right to control the defense thereof; provided, however, in the event that the interests of any judgment or enter into any settlement with respect the Indemnifying Party and the Indemnified Party diverge to the extent that a conflict of interest would exist for counsel of the Indemnifying Party to represent both the Indemnifying Party and the Indemnified Party (in the reasonable discretion of the Indemnified Party), the Indemnified Party may retain separate co-counsel, and participate through such counsel in the defense of the Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the prior written consent defending party, management employees of the Indemnifying Party, not to non-defending party as may be withheld unreasonably, and reasonably necessary for the preparation of the defense of such Third Party Claim. (Cc) the The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonablyunreasonably withheld, conditioned, or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and such judgment or proposed settlement includes the giving by the claimant or the plaintiff of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all Losses with respect to such Third Party Claim. (ivd) In the event any the Indemnifying Party does not elect to compromise or defend the Third Party Claim or fails to notify the Indemnified Party in writing within 30 days after receipt of the conditions notice of the Third Party Claim in section 9(d)(ii) is or becomes unsatisfied, however, (Aaccordance with Section 9.05(b)(i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewiththerewith unless such settlement would result in an injunction or other equitable relief with respect to the Indemnifying Party), (B) and the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Article IX.

Matters Involving Third Parties. (i) If any third third-party shall notify any 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 other Party (the "Indemnifying Party") under this section Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Third-Party Claim involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, and (C) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim. If the Indemnifying Party is conducting the defense of a Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section Section 9(d)(ii) above is or becomes unsatisfied, however, in the reasonable, good faith judgment of the Indemnified Party (A) the Indemnified Party may may, following written notice to the Indemnifying Party and a reasonable opportunity to cure if such condition is capable of cure, defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Third-Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this section Section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party (the "Indemnifying Party") under this section 9, Article X then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days 10 Business Days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources attributable to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party conducts and agrees in such notice to conduct the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 10.3(b) above, (Aii) the Indemnified Party may retain separate co-counsel cocounsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement and with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld withheld, delayed or conditioned unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim which involves any relief other than the payment of money damages without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (ivd) In the event (i) any of the conditions in section 9(d)(iiSection 10.3(b) above is or becomes unsatisfied, however, and such condition remains unsatisfied after written notice to the Indemnifying Party specifying the same and a reasonable opportunity to cure such condition or (ii) the Indemnified Party shall reasonably conclude, based on the advice of its counsel, that (x) there is an actual conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Third Party Claim or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, (A) the Indemnified Party may defend againstassume and direct the defense of, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it the Indemnified Party reasonably may deem appropriate (and with the Indemnified Party need not consult with, or obtain any consent from, any of the Indemnifying Party in connection therewith)which consent shall not be unreasonably withheld, delayed or conditioned, (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' attorney's fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.Article X.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this section 9Section 10, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 ten (10) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences (subject to the limitations expressly set forth in this Agreement) the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with shall have not reasonably concluded that (x) there may be reasonable evidence that claims or defenses available to it which are different from or additional to those available to the Indemnifying Party, or (y) the interests of the Indemnified Party will have reasonably may be deemed to conflict with the financial resources to defend against interests of the Indemnifying Party, (iii) the Third Party Claim involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, and (Civ) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 10.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Cy) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in section 9(d)(iiSection 10.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party party (the "“Indemnifying Party"”) under this section 9Article 8, then the Indemnified Party shall promptly notify each Indemnifying Party 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 prejudicedmaterially prejudiced thereby. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing writing, within 15 fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer directly resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.5(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (i) If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Section 13, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part Party of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Should the Indemnifying Party will contest its alleged obligation to indemnify the Indemnified Party, either Party shall have the right to submit to binding arbitration in accordance with the provisions of Section 15.15 the determination of whether or not the indemnity provisions set out in this Section 13 shall apply, and whether or not the Indemnifying Party shall be under obligation of indemnity towards the Indemnified Party. To the extent possible under applicable law and arbitration rules, such determination shall be made in an expedited manner and, if possible, within thirty (30) days from submission for arbitration. (iii) Except for patent disputes and claims covered under Sections 9 or 10, any Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Aa) the Indemnifying Party notifies notified the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Indemnifying Party has given written notice of the Third Party Claim that the Indemnifying Party will indemnify shall assume the defense of the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by with respect to the Third Party Claim, ; (Bb) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; and (Cc) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiiiv) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Section 13.3.3 above: (Aa) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bb) no compromise or settlement of the Third Party Claim may be effected by the Indemnified Party will not without the consent to of the entry of any judgment Indemnifying Party; and (c) the Indemnifying Party may compromise or enter into any settlement with respect to settle the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. Party provided that (ivi) In the event there is no finding or admission of any violation of law or any violation of the conditions rights of any Third Party; (ii) the sole relief provided is money in section 9(d)(iinature and is paid in full by the Indemnifying Party; and (iii) written agreement is or becomes unsatisfied, however, (A) obtained releasing the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9from all liability thereunder.

Matters Involving Third Parties. (ia) If any third party shall notify any either 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 the other Party (the "“Indemnifying Party"”) under this section 9§ 8, then the Indemnified Party shall as promptly as practicable notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 twenty (20) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the accordance with this § 8 in connection with such Third Party Claim, (B) 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 and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently and (iii) the Indemnifying Party pays the fees and disbursements of such counsel with regards thereto (which fees and disbursements shall, however, be included in the definition of Losses for purposes of this § 8). From and after the delivery of any notice of a Third Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its counsel and representatives full access, during normal business hours, to the books, records personnel and properties of the Indemnified Party to the extent reasonably related to the Claim, at the sole cost and expense of the Indemnifying Party (which cost and expense shall, however, be included in the definition of Losses for purposes of this § 8). (iiic) So long as Subject to the Indemnifying Party is conducting the defense provisions of the Third Party Claim in accordance with section 9(d)(ii)§ 8.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless such settlement is for monetary payments only and a written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) agreement is or becomes unsatisfied, however, (A) obtained releasing the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9from all liability thereunder.

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

Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this section 9Section 8.3, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim claim with counsel of its choice reasonably satisfactory to the -41- 42 Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify defend the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(iiSection 8.3(b), (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld or delayed unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld or delayed unreasonably). (ivd) In the event any of the conditions in section 9(d)(iiSection 8.3(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) except under Section 8.3(b)(ii), in which case the Indemnifying Party shall only be required to reimburse the Indemnified Party for one-half of the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences of 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 9Section 8.3. (e) Notwithstanding Section 8.2(a)(viii), Seller and Seller's Shareholder shall not have any Liability to Purchaser to the extent that (i) Purchaser has not given reasonable notice to Seller that circumstances likely to give rise to Adverse Consequences exist and permitted Seller to attempt to mitigate its Liability with regard thereto, (ii) any Adverse Consequences related to any failure by Purchaser to perform the obligations of Seller under any Restricted Interest consistent with the terms thereof except in the case where the other party to the Restricted Interest did not permit Purchaser to perform such obligations by reason of the failure to obtain consent to the assignment of such Restricted Interest to Purchaser, or (iii) the Restricted Interest in question is not assigned because it terminates in accordance with its terms, including any provision permitting termination for convenience or lack of funding.

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

Matters Involving Third Parties. (ia) If any third party shall notify any the Indemnified Party (the "Indemnified Party") with respect as to any matter in respect of which the right to indemnification contained in this Article 10 may be claimed (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve give the Indemnifying Party from any obligation hereunder unless notice of such Third Party Claim as provided in Section 10.3 above; and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Indemnifying Party's choice, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third Party Claim pursuant to Section 10.3, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, . (Bb) If the Indemnifying Party provides undertakes the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the defense of any Third Party Claim and fulfill its indemnification obligations hereunderpursuant to Section 10.4(a) above, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense (and such expenses shall not be Indemnifiable Damages) and participate in the defense of the such Third Party Claim, (B) the . 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 without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably, and (C) the ). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim that does not include a full release by the third party of the Indemnified Party from all Indemnifiable Damages relating to such Third Party Claim, without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivc) In The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the event any other parties hereto information or data in connection with the handling of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry defense of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate or litigation (including counterclaims filed by the parties), and the Indemnified Party need not consult withparty receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, or obtain any consent fromincluding, any Indemnifying Party in connection therewith)without limitation, (B1) the Indemnifying Parties will reimburse the Indemnified Party promptly all out-of-pocket, travel and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' similar expenses incurred by its personnel in rendering these services; and (2) all fees and expenses, and (C) expenses for services performed by third parties engaged by or at 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 9request of such other party.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (CD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section 9(d)(iiSection 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter in respect of a Claim by such third party (a "Third Party Claim") which may give rise to a claim Claim for indemnification against any other Party (the "Indemnifying Party") under this section 9ss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingwriting with respect to such potential Adverse Consequences; 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 extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (B) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)ss.8(c)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, and the Indemnifying Party shall have no liabilities or obligations in respect of the costs and expenses of such counsel, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld or delayed unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld or delayed unreasonably), unless an unconditional term of such judgment or settlement is a complete release of all Liability of the Indemnified Party. (iv) In Notwithstanding the event any of the conditions in section 9(d)(ii) is or becomes unsatisfiedforegoing, however, (A) the if an Indemnified Party may defend against, and consent to the entry of any determines in good faith that there is a reasonable probability that an adverse judgment or enter into any settlement with respect to, to the Third Party Claim in any manner may adversely affect it reasonably may deem appropriate or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, or if the Indemnifying Party does not, within thirty (and 30) days after the Indemnified Party need not consult withParty's notice is given, or obtain any consent from, any give notice to the Indemnifying Party in connection therewith)of its intention to assume the defense thereof, (B) such Indemnified Party may, by notice to the Indemnifying Parties will reimburse Party, assume the Indemnified Party promptly and periodically for exclusive right to conduct the costs defense of defending against the such Third Party Claim including reasonable attorneys' fees and expensesClaim, and (C) but the Indemnifying Parties will remain responsible for Party shall not bound by (i) any Adverse Consequences compromise or settlement thereof unless the Indemnified Indemnifying Party may suffer resulting from, arising out of, relating to, in the nature of, has given its prior written consent thereto or caused by the Third (ii) any determination of any such defense of such third Party Claim to the fullest extent provided in this section 9Claim.

Matters Involving Third Parties. (i) If any third party shall notify any either Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may that is reasonably expected to give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this section 9Section 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless and then solely liability that it may have to the Indemnified Party, except to the extent the Indemnifying Party thereby defense of such claim is prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (ii) Any The Indemnifying Party will shall have the right to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) and the Indemnifying Party notifies shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Indemnifying Party in writing within 15 days after shall not consent to the Indemnified Party has given notice entry of any judgment or enter into any settlement with respect to the Third Party Claim that which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably). (iii) Unless and until the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts assumes the defense of the Third Party Claim actively and diligently. (iii) So long as provided in Section 8(d)(ii), the Indemnifying Indemnified Party is conducting the defense of may defend against the Third Party Claim in accordance with section 9(d)(ii), any manner it reasonably may deem appropriate. (Aiv) In no event shall the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty which consent shall not be withheld, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment delayed or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld conditioned unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any Party either Pegasus, the Surviving Corporation or the Shareholders (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this section 9Article, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; and (Bii) 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 fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydoes not seek an injunction or other equitable relief. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), subsection (Ab): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably, ); and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event If any of the conditions in section 9(d)(iiSection 11.4(b) above is not or becomes unsatisfied, however, no longer satisfied after seven (A7) days advance written notice by the Indemnified Party: (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, ); and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this section 9Article.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party in accordance with this Agreement from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8(d)(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section 9(d)(iiSection 8(d)(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees legal and expensesparalegal fees, expenses and disbursements), 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 9Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against any Indemnified 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 other Party (the "Indemnifying Party") under this section 9Section 11.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedwriting as soon as practicable, however, that but in no delay on the part of event more than 10 days after the Indemnified Party in notifying any shall have been served. (b) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 10 days after the Indemnified Party has given its receipt of notice of the Third Party Claim Claim) that the Indemnifying Party will indemnify the Indemnified Party will be entitled to indemnification under Section 11.2 hereof from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against of the Third Party Claim and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any Third-Party Claim) will relieve the Indemnifying Party thereby unless said Indemnifying Party is prejudiced by such failure to give notice. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 11.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld unreasonablyor delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 11.4, if an Indemnified Party withholds its consent to a settlement or elects to defend any claim, where but for such action the Indemnifying Party could have settled such claim, the Indemnifying Party shall be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) required to indemnify the Indemnified Party may defend against, and consent only up to a maximum of the entry of any judgment or enter into any bona fide settlement with respect to, offer for which the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9could have settled such claim.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in section 9(d)(iiSection 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any Party either Pegasus, the Surviving Corporation or the Shareholders (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this section 9Article, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; and (Bii) 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 fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydoes not seek an injunction or other equitable relief. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), subsection (Ab): (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense -41- and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably, ); and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event If any of the conditions in section 9(d)(iiSection 11.4(b) above is not or becomes unsatisfied, however, no longer satisfied after seven (A7) days advance written notice by the Indemnified Party: (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, ); and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim to the fullest extent provided in this section 9Article.

Matters Involving Third Parties. (i) 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 other Indemnifying Party (the "Indemnifying Party") under this section Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) . Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, from or caused by the EXHIBIT A (to the Form 13D) A-31 Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the . The Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Article 10, then the Indemnified Party shall promptly within fifteen (15) days notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (B) 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 and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Section 10.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, , (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably, and ); and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in section 9(d)(ii) Section 10.4(b)above is or becomes unsatisfied, however, , (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and and, so long as acting reasonably, the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), , (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party Party, so long as acting reasonably, 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 9Article 10.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 7, then the Indemnified Party shall will promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay . Delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from any their obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 ten days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 7.4(b) of this Agreement, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (Cii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event If any of the conditions in section 9(d)(iiSection 7.4(b) of this Agreement is not or becomes unsatisfied, howeveris no longer satisfied, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewithParty), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 7.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9SECTION 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory acceptable to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Civ) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)SECTION 8.04(B) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, unless (A) there is no finding or admission of any violation of law or any violation of the rights of the Indemnified Party and no effect or any other laws that may defend againstbe made against the Indemnifying Party, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Parties will reimburse Party. (d) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled under this Agreement, the Indemnified Party promptly and periodically for may, by notice to the costs Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination of defending against the any Third Party Claim including reasonable attorneys' fees and expensesso defended or any compromise or settlement effected without its consent, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party which 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 9not be unreasonably withheld.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying Party") under this section 9Article 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudicedmaterially prejudiced thereby. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing writing, within 15 fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer directly resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 6.5(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. damaged or materially prejudiced from adequately defending such claim. In the event any Indemnifying Party notifies the Indemnified Party within 30 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (iiA) Any the Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as Party, (AB) the Indemnified Party may retain separate co-counsel as its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably and in good faith concludes that the counsel the Indemnifying Party has selected has a conflict of interest), (C) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (D) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably). In the event no Indemnifying Party notifies the Indemnified Party in writing within 15 30 days after the Indemnified Party has given notice of the Third Party Claim matter that the Indemnifying Party will indemnify is assuming the Indemnified Party from and against the entirety of any Adverse Consequences defense thereof, however, the Indemnified Party may suffer resulting fromdefend against, arising out of, relating or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. At any time after commencement of any such action, any Indemnifying Party may request an Indemnified Party to accept a bona fide offer from the nature ofother Parties to the action for a monetary settlement payable solely by such Indemnifying Party (which does not burden or restrict the Indemnified Party nor otherwise prejudice him or it) whereupon such action shall be taken unless the Indemnified Party determines that the dispute should be continued, or caused by the Third Party Claim, (B) the Indemnifying Party provides shall be liable for indemnity hereunder only to the Indemnified Party with reasonable evidence that extent of the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and lesser of (Ci) the Indemnifying Party conducts the defense amount of the Third Party Claim actively and diligently. settlement offer or (iiiii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) amount for which the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate be liable with respect to such action. In addition, the Party controlling the defense of any Third Party Claim shall deliver, or cause to be delivered, to the other Party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the Third Party Claim, and timely notices of, and the right to participate in (Bas an observer) any hearing or other court proceeding relating to the Third Party Claim. (ii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 8(d)(i) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iii) In no event will not the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of each of the Indemnifying PartyParties, which shall not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonablyunreasonably withheld. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party thereby is prejudiced (and then solely to the extent of such prejudice). Such notice by the Indemnifying Indemnified Party thereby is prejudicedshall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Adverse Consequence that has been or may be sustained by the Indemnified Party. (iib) Any Indemnifying Party will have the right to defend participate in or assume, at the Indemnified Party against Indemnifying Party’s sole cost and expense, the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the if such Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after receipt of the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources it intends to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts assume the defense of the Third Party Claim actively and diligently. (iii) So long as Claim. In the event that the Indemnifying Party is conducting assumes the defense of any Third Party Claim, subject to Section 8.4(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party and the Indemnified Party shall cooperate in good faith in the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Claim. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party subject to the Indemnifying Party’s right to control the defense thereof; provided, however, in the event that the interests of the Indemnifying Party and the Indemnified Party diverge to the extent that a conflict of interest would exist for counsel of the Indemnifying Party to represent both the Indemnifying Party and the Indemnified Party, Indemnified Party may retain separate co-counsel, participate through such counsel in the defense of the Third Party Claim, and at the expense of the Indemnifying Party. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (Bsubject to the provisions of the Confidentiality Agreement) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. (c) The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and such judgment or proposed settlement includes the giving by the claimant or the plaintiff of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all Adverse Consequences with respect to such Third Party Claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably, and ). (Cd) In the event the Indemnifying Party will does not consent elect to the entry of any judgment compromise or enter into any settlement with respect to defend the Third Party Claim without or fails to notify the prior written consent Indemnified Party in writing within fifteen (15) days after receipt of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any notice of the conditions Third Party Claim in section 9(d)(iiaccordance with Sections 8.4(b) is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ) and (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (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 9Article VIII. (e) Any claim by an Indemnified Party on account of Adverse Consequences which does not result from a Third Party Claim (“Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof (the “Indemnity Notice”). The failure to give the Indemnity Notice promptly shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Adverse Consequence that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have sixty (60) days after its receipt of the Indemnity Notice to respond in writing to such Direct Claim. During such sixty (60)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such sixty (60)-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (f) Amounts payable by the Indemnifying Party to the Indemnified Party in respect of any Adverse Consequences for which any Party is entitled to indemnification hereunder shall be payable by the Indemnifying Party as incurred by the Indemnified Party.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section ss. 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudicedforfeits any rights or defenses. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaim to the extent it is required to do so, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable 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, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and the representation of both parties by the same counsel is not inappropriate due to actual or potential conflicts of interest between them. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the defense against any Third Party Claim, and to the extent that any Party assumes the defense of any Third Party Claim as provided herein, such Party agrees to conduct the defense of such Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)ss. 9.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (which consent shall not unreasonably be withheld), not to be withheld unreasonably, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless written agreement is obtained releasing the Indemnified Party from all liability thereunder, and (iv) the Indemnifying Party will not consent to the entry of any judgement or enter into any settlement with respect to a Third Party Claim seeking an injunction or other equitable relief on the sale of a product of the Indemnified Party that generated $10,000,000 or more of revenue for the Indemnified Party in the twelve months from the date of such proposed consent, without the prior written consent of the Indemnified Party (which consent shall not unreasonably be withheld, conditioned or delayed). (d) In the event any of the conditions in ss. 9.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against any Third Party Claim, and will not consent to 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 Indemnifying Party, which shall not to be withheld unreasonably. unreasonably withheld; (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of one counsel in defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section ss. 9.

Matters Involving Third Parties. (ia) If any third party Third Party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section Section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaims, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable 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, and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (such consent not to be withheld unreasonablyunreasonably withheld, delayed or conditioned), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party, not to be withheld unreasonablyParty from all Liability thereunder. (ivd) In the event any of the conditions in section 9(d)(iiSection 9.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, with or obtain any the consent from, from any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses, ) and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section Section 9.

Matters Involving Third Parties. (i) If any third party shall notify any Party notifies a party hereto (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party party (the "Indemnifying PartyINDEMNIFYING PARTY") under this section 9Section, then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writingpromptly; provided, howeverPROVIDED, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. damaged. If any Indemnifying Party notifies the Indemnified Party is assuming the defense thereof, (ii1) Any the Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim matter with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimParty, (B) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A2) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Third separate co-counsel to the extent the Indemnified Party Claimconcludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (B3) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim matter without the prior written consent of the Indemnifying Party, Party which consent will not to be withheld or delayed unreasonably, and (C4) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim thereto, without the prior written consent of the Indemnified Party, which consent will not to be withheld or delayed unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall notify any Party either Purchaser or the Selling Group (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this section 9Article XI, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, ; (Bii) the Indemnifying Party provides the Indemnified Party with reasonable 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, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.financial (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Section 11.4(b) above: (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; (Bii) the Indemnified Party will 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, Party (not to be withheld unreasonably, ); and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event If any of the conditions in section 9(d)(iiSection 11.4(b) above is not or becomes unsatisfiedno longer satisfied, however, : (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ; (Bii) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, ); and (Ciii) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences 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.arising

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Indemnified Party (the "Indemnified Party") with respect to any matter (a "Third “Third-Party Claim"”) which may give that gives rise to a claim for indemnification against any other an Indemnifying Party (the "Indemnifying Party") under this section Section 9, then the Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writing; providedwriting (a “Notice”), howeverwhich Notice shall include, without limitation, the specific provision(s) of this Agreement pursuant to which the Indemnified Party claims it is entitled to indemnification. (b) 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 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 no delay on the part Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party in notifying any Indemnifying Party (which consent shall relieve not be unreasonably withheld, conditioned or delayed) unless the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend settlement includes a complete release of the Indemnified Party against with respect to the Third claim) and (iv) select and employ counsel to contest any such claim or liability. 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 with counsel of its choice reasonably satisfactory to so requires), notify the Indemnified Party so long of its intention as (A) to the Indemnifying Party notifies conduct and control of the Indemnified Party in writing within 15 days after defense of such claim. Until the Indemnified Party has given received notice of the Third Indemnifying Party’s election whether to defend any claim, the Indemnified Party Claim shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall decline to assume the defense of any such claim, the Indemnified Party shall defend against such claim (provided that the Indemnified Party shall not settle such claim without the consent of the Indemnifying Party) and the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of remain responsible for any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense as a result of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Indemnified Party may retain separate cosuch Third-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in subject to indemnification under this section Section 9. Notwithstanding any other provision of this Agreement, the control of any Third-Party Claim related to Taxes shall be governed exclusively by Section 10.5.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this section 9§8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend assume the Indemnified Party against the defense of a Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, assume such defense; (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the such Third Party Claim involves only money damages and fulfill its indemnification obligations hereunder, does not seek an injunction or other equitable relief; and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, in the reasonable judgment of the Indemnified Party. (iii) So long as the a Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)§8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably), unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) In the event any none of the conditions Indemnifying Parties assumes and conducts the defense of the Third Party Claim in section 9(d)(iiaccordance with §8(d)(ii) is or becomes unsatisfied, howeverabove, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), ) and (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences 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§8.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Third Party provides the Indemnified Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with reasonable evidence that the Indemnifying Party will have the financial resources to defend against respect to, the Third Party Claim and fulfill its indemnification obligations hereunderis 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, and (CD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement involving any material monetary or non-monetary term or condition applicable to the Indemnified Party or its operations with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonablyunreasonably withheld). (iv) In the event any of the conditions in section 9(d)(ii8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees attorneys’fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting fromresulting, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. The following shall apply to claims asserted against a party by a third party: (i) If any third party shall notify commence an action against any Indemnified Party (the "Indemnified Party") with respect to any matter which may give rise to an Indemnifiable Claim against any Indemnifying Party (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9), then the Indemnified Party shall promptly notify each give to the Indemnifying Party thereof in writingParty, as soon as practicable, a Notice of Claim thereof; provided, however, provided that no delay on the part right of the Indemnified Party to indemnification shall be reduced in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless event of its failure to give timely notice only if and then solely to the extent the Indemnifying Party thereby is prejudicedprejudiced thereby. (ii) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory (subject to the Indemnified Party so long as (Areasonable approval of Purchaser) if the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 days the fifteen (15) day period after the Indemnified Party has given notice its receipt of a Notice of Claim specifying the Third Party Claim Claim) that the Indemnifying Party it will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by of the Third Party Claim, (B) provided, however, if the amount in dispute in respect of such Third Party Claim exceeds the amount of Escrow Indemnity Funds not subject to Unresolved Claims, the party which has the right to control such Third Party Claim shall be the Sellers unless the amount of Escrow Indemnity Funds not subject to Unresolved Claims is less than 50% of such Third Party Claim, in which event Purchaser shall have the right to control the defense of such claim. Neither party shall have the right to settle any such Claim without the consent of the other party, which consent shall not be unreasonably withheld. If the Indemnifying Party provides does not so notify the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to or, after such notification, does not in fact defend against the Third Party Claim Claim, the Indemnified Party may defend, compromise or settle the Third Party Claim, preserving its rights to indemnification hereunder, including without limitation for the cost of such defense. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction ("Separate Counsel"), to represent such Indemnified Party in any action or group of related actions (which firm or firms shall be reasonably acceptable to the Indemnifying Party) if the Indemnified Party has been advised by counsel that either there is a reasonable likelihood of a conflict of interest between such Indemnified Party and fulfill its indemnification obligations hereundersuch Indemnifying Party in respect of such claim, or there may be defenses available to such Indemnified Party which are different from or in addition to those available to such Indemnifying Party and the representation of both parties by the same counsel would be inappropriate, and in that event (i) the reasonable fees and expenses of such Separate Counsel shall be considered Losses, and (Cii) the each of such Indemnifying Party conducts and such Indemnified Party shall have the right to conduct its own defense in respect of the Third Party Claim actively and diligentlysuch claim. (iii) So long as If the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 9.1.5(b) above, then: (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expenses, and participate in the defense of the Third Party Claim, provided that the Indemnifying Party shall have the right to conduct the defense of and, subject to this Section 9.1.5(c), settle such Third Party Claim; (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party; (iii) the Indemnified Party shall fully cooperate with the Indemnifying Party in the investigation and defense of such Third Party Claim, not including without limitation, providing required information and documents and access to all employees of the Indemnified Party with knowledge of issues relevant to the claim or litigation (and such activities required to discharge this obligation to cooperate shall be withheld unreasonably, and considered part of the Losses); and, (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably withheld unreasonably. or delayed, unless such settlement (ivi) In the event any includes a general release of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend againstfrom such Third Party Claim; (ii) does not require any action or payment on the part of the Indemnified Party; and (iii) does not include the imposition of any injunctive relief or other equitable remedies against the Indemnified Party. Notwithstanding any other provision of this Section 9.1.5, and if an Indemnified Party withholds its consent to a settlement or elects to continue the defense of any claim where but for such action the Indemnifying Party could have settled such claim solely for the payment of money by the Indemnifying Party as specified in the written request for consent to the entry of any judgment or enter into any settlement with respect todelivered to the Indemnified Party, the Third Indemnifying Party Claim in any manner it reasonably may deem appropriate (and shall indemnify the Indemnified Party need not consult with, or obtain any consent from, any only up to a maximum of the bona fide settlement offer for which the Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9could have settled such claim.

Matters Involving Third Parties. (i) If any third party shall notify any either Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party (the "“Indemnifying Party"”) under this section 9§8, then the Indemnified Party shall promptly (and in any event within twenty (20) Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party . The failure to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless of its indemnification obligations, except and then solely only to the extent that the Indemnifying Party thereby is prejudicedforfeits rights and defenses by reason of such failure. (ii) Any The Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense (including settlement) of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim choice; provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages fully indemnified hereunder and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in §8(d)(ii) above, not to be withheld unreasonablyhowever, the Indemnified Party may defend against the Third Party Claim in any manner the Indemnified Party reasonably deems appropriate. (iv) In the no event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) will the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith), which consent will not be unreasonably withheld. (Bv) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the This §8(d) shall not apply to any Third Party Claim including reasonable attorneys' fees and expenseswith respect to Taxes, 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 which shall be governed by the Third Party Claim to the fullest extent provided in this section 9§10(c).

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9section4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Third Party provides the Indemnified Party Claim involves only money damages and does not seek an injunction or other equitable relief, (C) settlement of, or an adverse judgment with reasonable evidence that the Indemnifying Party will have the financial resources to defend against respect to, the Third Party Claim and fulfill its indemnification obligations hereunderis not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (CD) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)section4(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section 9(d)(iisection4(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9section4.

Matters Involving Third Parties. (i) If any third party shall notify any a Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this section 9ss.8, then the Indemnified Party shall promptly (and in any event within five Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay failure to provide such notice on the part of the Indemnified Party in notifying any Indemnifying Party a timely basis shall relieve not release the Indemnifying Party from any obligation hereunder unless and then solely of its obligations under this ss.8 except to the extent the Indemnifying Party thereby is prejudicedactually prejudiced by such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five 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. (ii) Any The Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of its choice (who shall also be reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim Party); provided, however, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be unreasonably withheld unreasonably. or delayed), unless the judgment or proposed settlement (ivx) In involves only the event payment of money damages against which the Indemnified Party is indemnified by the Indemnifying Party, (y) does not impose an injunction or other equitable relief upon the Indemnified Party and (z) does not involve a finding or admission of any violation of Law or other wrongdoing by the Indemnified Party. Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Unless and until an Indemnifying Party assumes the defense of the conditions in section 9(d)(ii) is or becomes unsatisfiedThird Party Claim, however, (A) the Indemnified Party may defend againstagainst the Third Party Claim in any manner it reasonably may deem appropriate and the Indemnifying Party shall be bound by any final determination with respect to such Third Party Claim prior to such assumption, provided that the Indemnified Party has defended against such Third Party Claim in a reasonable manner; provided, however, that the Indemnified Party may not agree to any settlement without the consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (iii) Notwithstanding clause (ii) above, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim will create adverse legal precedent or materially affect the ongoing business operations or ongoing business relationships of the Indemnified Party or its Affiliates, then the Indemnified Party will have the right to conduct the defense of the Third Party Claim with counsel of its choice (who shall be reasonably satisfactory to the Indemnifying Party); provided that the Indemnifying Party shall have the right to monitor the defense of such Third Party Claim and participate in the defense thereof at its own expense. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect toto such Third Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld or delayed. (iv) In no event will an Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(not to be withheld unreasonably or delayed), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If Any Indemnified Party seeking indemnification in respect of any legal proceeding, action, claim or demand instituted by any third party shall notify any Party Person (the "Indemnified Party") with respect to any matter (in each case, a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writingwriting and give each Indemnifying Party copies of all documents and information relating to any such Third Party Claim within its possession within thirty (30) days of such documentation and information being obtained by the Indemnified Party; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party Party, nor any failure to provide all of such documents and information, shall relieve the Indemnifying Party from any obligation hereunder unless and then solely except to the extent that such failure shall have actually prejudiced the Indemnifying defense of the Third Party thereby is prejudicedClaim. (iib) Any Subject to Section 12.3 of this Agreement, any Indemnifying Party will have the right right, at its option and expense, to defend against, negotiate, settle or otherwise deal with any Third Party Claim against the Indemnified Party against the Third Party Claim with and to be represented by counsel of its own choice (reasonably satisfactory to the Indemnified Party Party) so long as as: (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, ; (Bii) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party diligently conducts the defense of the Third Party Claim; (iii) if the Indemnifying Party is also a party against whom the Third Party Claim actively is made, the Indemnified Party has not determined in good faith that joint representation would be inappropriate; and diligently(iv) the Indemnifying Party provides reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Section 12.4(b): (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (Bii) the Indemnified Party will shall not admit any liability with respect thereto, consent to the entry of any judgment or enter into any settlement with respect to thereto, or compromise, pay or discharge the Third Party Claim same without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). If a firm written offer is made to settle any such Third Party Claim and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then: (i) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such Third Party Claim; (ii) the maximum liability of the Indemnifying Party relating to such Third Party Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such Third Party Claim is greater; and (iii) the Indemnified Party shall pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party, but if the amount thereafter recovered by such third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party shall be reimbursed by the Indemnifying Party for such attorneys’ fees and legal costs and expenses up to a maximum amount equal to the difference between the amount recovered by such third party and the amount of the proposed settlement. (ivd) In the event any the Indemnifying Party does not, within thirty (30) days after it receives written notice of the conditions Third Party Claim from the Indemnified Party, agree in section 9(d)(ii) is or becomes unsatisfiedwriting to accept the defense of such Third Party Claim as provided above in Section 12.4(b), however, (A) then the Indemnified Party may shall have the right to negotiate, defend against, and consent to the entry of any judgment or judgment, enter into any settlement with respect to, or otherwise deal with the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith). In such case, (B1) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C2) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 12. (e) From and after the delivery of notice of a Third Party Claim, at the reasonable request of the Indemnifying Party, the Indemnified Party shall grant the Indemnifying Party and its representatives reasonable access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the Third Party Claim relates. Such access shall be granted during normal business hours and shall be granted in a manner such that the Indemnifying Party does not unreasonably interfere with the business and operations of the Indemnified Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification (a "Third Party Claim") against any the other Party (the "Indemnifying Party") under this section 9ss.7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will shall indemnify the Indemnified Party from and against the entirety of any Adverse Consequences losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. Each Party agrees that the counsel representing the other Party with respect to this Agreement is reasonably satisfactory for purposes of defending a Third Party Claim hereunder. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)ss.7(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will 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, Party (not to be withheld unreasonably), and (C) the Indemnifying Indemnified Party will not shall consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without seeking only money damages negotiated by the prior written consent of the Indemnified Indemnifying Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(iiss.7(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties will Party shall reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will Party shall remain responsible for any Adverse Consequences losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9ss.7.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter demand or claim (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this section Article 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (Cv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 9.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably), provided, however, the Indemnifying Party may consent to any such judgment or settlement without the consent of the Indemnified Party in the event the Third Party Claim is for monetary damages only. (ivd) In the event any of the conditions in section 9(d)(ii) Section 9.4 above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section Article 9.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claimaccordance with this Section 6, (Bii) 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 primarily money damages and fulfill its indemnification obligations hereunder, does not seek an injunction or other equitable relief which would have a materially adverse effect on the Buyer and (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 6.4(b) above, (Ai) the Indemnified Party may at its own expense retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not to be withheld unreasonably, ) and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (which consent shall not to be withheld unreasonably). (ivd) In the event any of the conditions in section 9(d)(iiSection 6.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences to 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 accordance with this section 9Section 6.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly within twenty (20) days notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing (the "Defense Notice") within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (B) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party delivers a Defense Notice, the Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party's counsel in the defense of the Third Party Claim, including, without limitation, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall control the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably); provided, however, that the Indemnifying Party may, without the Indemnified Party's prior written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment with respect to any such Third Party Claim that requires only the payment of money damages by the Indemnifying Party with no injunction or other equitable relief and that includes as an unconditional term thereof the release by the third party of the Indemnified Party from any and all liability in respect of such Third Party Claim. (iv) In the event any the Indemnifying Party does not conduct the defense of the conditions in section 9(d)(ii) is or becomes unsatisfiedThird Party Claim actively and diligently, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties 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 9Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (including any proposed or actual Tax audit) (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section Section 9, then the Indemnified Party shall promptly promptly, but in no event more than 15 days following such Indemnified Party's receipt of such notice, notify each Indemnifying Party thereof in writingwriting (a "Claim Notice") of such Third Party Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Third Party Claim); provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (b) The Indemnifying Party shall have 90 days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (ii) Any whether or not it elects to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party will in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party hereunder, subject to the limitations set forth in Sections 9.3 and 9.4 hereof. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it elects to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim by appropriate proceedings with counsel of its choice reasonably satisfactory to the Indemnified Party, but subject in all cases to consultation in good faith with the Indemnified Party. If any Indemnified Party desires to participate in any such defense or settlement it may do so long as at its sole cost and expense, but control of such defense or settlement shall remain with the Indemnifying Party. (Ac) If the Indemnifying Party notifies assumes the Indemnified Party in writing within 15 days after the Indemnified Party has given notice defense of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the a Third Party Claim, (Bi) it will be conclusively established for purposes of this Agreement that such Third Party Claim constitutes an indemnifiable Loss, subject to the limitations set forth in Sections 9.3 and 9.4 hereof; and (ii) no compromise or settlement of such claims may be offered or effected by the Indemnifying Party provides without the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii), Party's prior written consent unless (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense proposed settlement or compromise does not contain a finding or admission of any violation of law or any violation of the Third Party Claimrights of any Person by the Indemnified Party, (B) the proposed settlement or compromise imposes on the Indemnified Parties only monetary payment obligations, (C) there would be no indemnifiable Loss incurred by any Indemnified Party not paid or fully indemnified by the Indemnifying Party or any imposition of a consent order, obligation, agreement, injunction or decree which in the reasonable judgment of the Indemnified Party would materially restrict or competitively disadvantage the future activity or conduct of the Indemnified Party or any Subsidiary or Affiliate thereof (D) the proposed settlement or compromise includes a full release of the Indemnified Party and all Subsidiaries and Affiliates thereof in respect of all indemnifiable Losses resulting therefrom, related thereto or arising therefrom and (E) such settlement or compromise would not result in a waiver or other release of rights or defenses of the Indemnified Party in respect of matters not related thereto or arising therefrom. (d) If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Sections 9.3 and 9.4 hereof. (e) To the extent the Indemnifying Party shall control or participate in the defense or settlement of any Third Party Claim, the Indemnified Party will not consent cooperate in such defense, including giving to the entry Indemnifying Party and its counsel any relevant powers of any judgment or enter into any settlement with respect to the Third Party Claim without the attorney and access to, during normal business hours and upon prior written consent of notice from the Indemnifying Party, not to be withheld unreasonablythe relevant business records and other documents, and (C) shall permit them to consult with the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent employees and counsel of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the . The Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including shall use commercially 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, efforts in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9defense of all such claims.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9Article VI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, subject to the limitations contained in Sections 6.2(a) and 6.3(a), (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (Civ) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 6.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably); provided, however, that if the Indemnified Party withholds its consent hereunder, the liability of the Indemnifying Party with respect to such Claim shall thereafter be limited to the amount of the money damages contained in the offer of settlement as to which the Indemnified Party did not consent. (ivd) In the event any of the conditions in section 9(d)(iiSection 6.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Article VI.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party hereto (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party party (the "Indemnifying Party") under this section 9, Article X then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days 10 Business Days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources attributable to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party conducts and agrees in such notice to conduct the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 10.3(b) above, (Aii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement and with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld withheld, delayed or conditioned unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim which involves any relief other than the payment of money damages without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (ivd) In the event (i) any of the conditions in section 9(d)(iiSection 10.3(b) above is or becomes unsatisfied, however, and such condition remains unsatisfied after written notice to the Indemnifying Party specifying the same and a reasonable opportunity to cure such condition or (ii) the Indemnified Party shall reasonably conclude, based on the advice of its counsel, that (x) there is an actual conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Third Party Claim or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, (A) the Indemnified Party may defend againstassume and direct the defense of, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it the Indemnified Party reasonably may deem appropriate (and with the Indemnified Party need not consult with, or obtain any consent from, any of the Indemnifying Party in connection therewith)which consent shall not be unreasonably withheld, delayed or conditioned, (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' attorney's fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.Article X.

Matters Involving Third Parties. (i) If any third party shall notify any Party Person entitled to indemnification hereunder (the each an "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the each an "Indemnifying Party") under this section 9Section 6B, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the any Indemnifying Party from any obligation hereunder unless (and then solely to the extent the extent) such Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer (subject to the limitations in this Agreement) resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (B) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively diligently. The Indemnified Party shall provide the Indemnifying Party with access to such information and diligently. materials (including the right to make copies thereof) as may be reasonably necessary in order for the Indemnifying Party to evaluate the Third Party Claim. - 45 - 52 (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 6C(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate (but the Indemnifying Party shall control) in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement containing injunctive or equitable relief (to the extent such equitable relief cannot reasonably be satisfied with money damages) with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party not to be withheld unreasonably. (iv) In . Notwithstanding anything to the event contrary in this Section 6C, any Third Party Claim that is also an Environmental Claim shall also be subject to the terms of Section 6D hereof; without limiting the generality of the conditions in section 9(d)(ii) is or becomes unsatisfiedforegoing clause, however, (A) the participation by the Indemnified Party may defend against, and consent to in the entry defense of any judgment or enter into any settlement with respect to, the such Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim shall be subject to the fullest extent provided in this section 9provisions of Section 6D(i)- (ii) hereof.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudicedprejudiced thereby. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively involves only money damages and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)does not seek an injunction or other equitable relief, (AD) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claimsettlement of, (B) the Indemnified Party will not consent to the entry of any or an adverse judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not to be withheld unreasonably, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating tois not, in the nature ofgood faith judgment of the Indemnified Party, likely to establish a precedential custom or caused by the Third Party Claim to the fullest extent provided in this section 9.practice materially adverse

Matters Involving Third Parties. (i) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any other Party (the "“Indemnifying Party"”) under this section 9§8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party is thereby is prejudiced. Notification of any claims for indemnity hereunder shall be provided regardless of whether the claimed amounts are above or below the $300,000 aggregate threshold amount. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that that, notwithstanding any other provision of this Agreement to the contrary (including without limitation the limitation on liability set forth in §8(b)), the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (CE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)§8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (iv) In the event any of the conditions in section 9(d)(ii§8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9§8, but, in the case of both clause (B) and (C) immediately above, subject to the limits on such liability set forth in §8(b). The Indemnifying Party may retain separate counsel at its sole cost and expense and participate in the defense of the Third Party Claim.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party ClaimClaim (it being understood by the Parties that the Indemnified Parties may take such actions as are reasonable in connection with its defense until it receives such notice from the Indemnifying Party), (Bii) 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 monetary damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, and (Ciii) the Indemnifying Party conducts the defense of settlement of, or an adverse judgment with respect to, the Third Party Claim actively and diligentlyis 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; provided, however, that if the Indemnified Party is covered, in whole or in part, by an insurance policy with respect to any Third Party Claim, then the Indemnifying Party's defense against such Third Party Claim shall be limited or precluded as required by the terms of the applicable insurance policy. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.04(b) above, and subject to the provisions of any applicable insurance policies of the Indemnified Party, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonably). (ivd) In the event any of the conditions in section 9(d)(iiSection 8.04(b) above is or becomes unsatisfied, or if otherwise required under the terms of any applicable insurance policy of the Indemnified Party, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Article VIII.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudicedprejudiced thereby. (ii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonablyunreasonably withheld), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonablyunreasonably withheld). (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against 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 other Party (the "Indemnifying Party") under this section 9Section 12.01, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any writing as soon as practicable. (b) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably satisfactory acceptable to the Indemnified Party so long as (Ai) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 ten days after the Indemnified Party has given its receipt of notice of the Third Party Claim Claim) that the Indemnifying Party will indemnify the Indemnified Party will be entitled to indemnification under Section 12.01 hereof from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against of the Third Party Claim and fulfill its indemnification obligations hereunder, and (Cii) the 51 Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party of a claim (including any Third Party Claim) will relieve the Indemnifying Party thereby unless said Indemnifying Party is prejudiced by such failure to give notice. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 12.03(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not to be unreasonably withheld unreasonablyor delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 12.03, if an Indemnified Party withholds its consent to a settlement or elects to defend any claim, where but for such action the Indemnifying Party could have settled such claim, the Indemnifying Party shall be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) required to indemnify the Indemnified Party may defend against, and consent only up to a maximum of the entry of any judgment or enter into any bona fide settlement with respect to, offer for which the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9could have settled such claim.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts assume the defense of the Third Party Claim actively and diligently(ii) the Third Party Claim does not seek an injunction or other equitable relief. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which will not to be unreasonably withheld unreasonablyor delayed, and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without unless (I) the prior written consent of Third Party Claim seeks only monetary damages and (II) the Indemnified Party, not Party is completely released from liability with respect to be withheld unreasonablysuch Third Party Claim. (ivd) In the event any of the conditions in section 9(d)(iiSection 8.4(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may will be entitled to defend againstagainst the Third Party Claim, and will not consent to the entry of any judgment or enter into any settlement with respect towithout the consent of the Indemnifying Party, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need which will not consult with, be unreasonably withheld or obtain any consent from, any Indemnifying Party in connection therewith)delayed, (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify any Party party (the "“Indemnified Party"”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any the other Party party (the "“Indemnifying Party"”) under this section 9Article XI, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudicedactually prejudiced by such delay. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences indemnifiable Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its the Indemnifying Party’s indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (Civ) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 11.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld); provided, however, with respect to subsections (ii) and (iii), if such settlement or judgment involves only monetary damages and the Indemnified Party does not consent to such settlement, the Indemnifying Party, not ’s indemnification obligation to the Indemnified Party with respect to such matters to be withheld unreasonablysettled with such settlement shall not exceed the amount proposed in such settlement. (ivd) In the event any of the conditions in section 9(d)(iiSection 11.5(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences 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 9Article XI.

Matters Involving Third Parties. (ia) If any third party shall notify any Buyer Indemnified Party or Seller Indemnified Party (the "Indemnified Party") with respect to of any matter (a "Third Party Claim") which may reasonably give rise to a claim for indemnification against any other Party Seller or Buyer, respectively (the "Indemnifying Party") under ), pursuant to this section 9Article VIII, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify each the Indemnifying Party thereof in writingwriting stating that the Third Party Claim may give rise to a claim for indemnification against the Indemnifying Party and specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right at any time to defend assume the Indemnified Party defense against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party and control the defense of such Third Party Claim so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the such defense of the Third Party Claim actively and diligently. (iiic) So long as From and after the date that the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with section 9(d)(iiSection 8.4(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim (unless there are separate defenses available to the Indemnified Party that are reasonably likely to be asserted by the Indemnified Party, in which case such costs and expenses shall be borne by the Indemnifying Party); (B) the Indemnifying Party and the Indemnified Party shall cooperate 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 and Representatives; provided, however, that the foregoing shall not require either Party to waive, or take any action which has the affect of waiving, its attorney-client privilege with respect thereto; (BC) 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 shall not be unreasonably withheld 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; and (D) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which shall not to be unreasonably withheld unreasonably, and or delayed). (Cd) In the event that the Indemnifying Party will has not consent to assumed the entry defense of any judgment or enter into any settlement with respect to the Third Party Claim without after notice thereof within ninety (90) calendar days of the prior written consent notice of to the Indemnifying Party of the Third Party Claim pursuant to this Section 8.4 (except to the extent that a shorter period of time (not to be less than the greater of (x) twenty (20) Business Days after such notice or (y) five (5) Business Days after notice by the Indemnified Party to the Indemnifying Party that further delay would unreasonably prejudice the Indemnified Party, not to be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, howeverrequired so as to not prejudice the Indemnified Party), (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, against the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), ; (B) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses, ) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences costs the Indemnified Party may suffer incur resulting from, arising out of, relating to, in the nature of, or caused by from the Third Party Claim to the fullest extent provided in this section 9such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the "Indemnifying Party") under this section 9Agreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent that) the Indemnifying Party thereby is prejudiceddamaged thereby. (ii) Any Indemnifying Party will have the right to defend assume the defense of the Indemnified Party against the Third Party Claim with counsel of its choice the Indemnifying Party's choice, reasonably satisfactory to the Indemnified Party Party, so long as (A) the Indemnifying Party notifies the Indemnified Party in writing Party, within 15 fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim and will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the such Third Party ClaimClaim in accordance with the terms and limitations of this Section 8(f)(ii), (B) 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 and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the conditions set forth in Section 10(f)(ii) are and remain satisfied, then (A) the Indemnifying Party is conducting may conduct the defense of the Third Third-Party Claim in accordance with section 9(d)(iiSection 10(f)(ii), ; (AB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and participate in the defense expenses of the Third separate co-counsel to the extent the Indemnified Party Claimreasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (BC) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonablyunreasonably withheld, and conditioned or delayed), (CD) 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 (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 10(f)(ii) are not satisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim; provided that, except as provided in Section 10(f)(ii) below, the Indemnified Party may not enter into any settlement or consent to the entry of any judgment with respect to the Third Party Claim matter without the prior written consent of the Indemnified Indemnifying Party, which consent shall not to be unreasonably withheld unreasonablyor delayed. (iv) In If any injunction or other equitable relief is entered against the event Indemnified Party during the course of any of Third Party Claim, if brought during the conditions in section 9(d)(iiSurvival Period, and such injunction or equitable relief is not removed within ten (10) is or becomes unsatisfieddays (an "Indemnified Party Controlled Claim"), however, then (Ai) the Indemnified Party may defend againstassume control of the defense of, and and, subject to the provisions of this Section 10(f)(iv), consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the such Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, Controlled Claim; and (Cii) the Indemnifying Parties will remain responsible for any Adverse Consequences in accordance with 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 terms and limitations of this section 9.Section 10(f)

Matters Involving Third Parties. (ia) If any third party shall notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (the "Indemnified Party") with respect to any matter (each, a "“Third Party Claim"”) which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under pursuant to this section 9Article VII, then the Indemnified Party shall promptly within (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify each the Indemnifying Party thereof in writingwriting stating that the Third Party Claim may give rise to a claim for indemnification against the Indemnifying Party and specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudicedactually prejudiced thereby. (iib) Any The Indemnifying Party will have has the right right, exercisable by written notice to defend the Indemnified Party within sixty (60) days of receipt of a notice from such Indemnified Party pursuant to Section 7.5(a), to, at its own expense, assume the defense against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) and control the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice defense of the such Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So so long as the Indemnifying Party conducts such defense in a reasonably diligent manner; provided, however, that the Indemnifying Party shall not be entitled to assume the conduct and control of defense (unless otherwise agreed to in writing by the Indemnified Party) if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding not involving the Indemnifying Party, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or (iii) the Third Party Claim involves defense of claims by any Governmental Authority. In the event of the preceding (i), (ii) or (iii), the Indemnifying Party shall pay the reasonable fees and expenses of one counsel selected by the Indemnified Party (and reasonably satisfactory to the Indemnifying Party). (c) From and after the date that the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with section 9(d)(iiSection 7.5(b), (Ai) the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnified Party in connection with the defense of such claim unless the Indemnified Party may retain separate co-is advised in writing by counsel at its sole cost and expense and participate in chosen by it that there are one or more defenses available to the defense Indemnified Party that the Indemnifying Party cannot assert on behalf of the Indemnified Party (in which case the Indemnifying Party shall pay the reasonable fees and expenses of one counsel selected by the Indemnified Party (and reasonably satisfactory to the Indemnifying Party)); (ii) the Indemnifying Party and the Indemnified Party shall cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees and Representatives; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action which has the effect of waiving, its attorney-client privilege with respect thereto; (Biii) 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 unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party, does not impose an injunction or other equitable relief upon the Indemnified Party and includes as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such claim or litigation; 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, which consent will not to be withheld unreasonablyunreasonably withheld, and conditioned or delayed. (Cd) If the Indemnifying Party will has not consent to assumed the entry defense of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be withheld unreasonably. within sixty (iv60) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, howeverdays after notice thereof, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, against the Third Party Claim in any manner it reasonably may deem appropriate appropriate; (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses, ) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences costs the Indemnified Party may suffer incur resulting from, arising out of, relating to, in the nature of, or caused by from the Third Party Claim to the fullest extent provided in this section 9such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (ia) If any third party shall notify any either 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 the other Party (the "“Indemnifying Party"”) under this section 9§8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 20 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting fromClaim, arising out of, relating to, in the nature (ii) settlement of, or caused by the Third Party Claiman adverse judgment with respect to, (B) 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 and fulfill its indemnification obligations hereunderis 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 (Ciii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)§8.3(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (which consent shall not to unreasonably be withheld unreasonablywithheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior unless written consent of agreement is obtained releasing the Indemnified Party, not to be withheld unreasonablyParty from all liability thereunder. (ivd) In If the event any Indemnifying Party does not deliver the notice contemplated by clause (b) of this §8.3 within 20 days after the Indemnified Party has given notice of the conditions in section 9(d)(ii) is Third Party Claim, or becomes unsatisfiedotherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, however, (A) the Indemnified Party may defend againstdefend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and deem. In the event that the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) conducts the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs defense of defending against the Third Party Claim including reasonable attorneys' fees and expensespursuant to this clause (d), and (C) the Indemnifying Parties Party will remain responsible for any Adverse Consequences and all Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third Party Claim to the fullest extent provided in this section 9§8.

Matters Involving Third Parties. (ia) If any third party shall notify any either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any the other Party (the "Indemnifying Party") under this section 9Article VIII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudicedprejudiced by the delay. (iib) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and fulfill its indemnification obligations hereunderdoes not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (Civ) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.04(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonablyunreasonably withheld), and (Ciii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonablyunreasonably withheld). (ivd) In the event any of the conditions in section 9(d)(iiSection 8.04(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem in good xxxxx xxxx appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest full extent provided in this section 9Article VIII.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party thereby is prejudiced; it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party's ability to defend against such Third Party Claim. (iib) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies the Indemnified Party in writing within 15 30 calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party or Parties will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, Claim (B) it being understood by the Indemnifying Party provides Parties that the Indemnified Party may take such actions as are reasonable in connection with reasonable evidence that its defense until it receives such notice from the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderParty), and (Cii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.04(b) above, (Ai) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party ClaimClaim (provided that the Indemnified Party will have the right to employ separate counsel to represent the Indemnified Party (the fees and expenses of which will be borne by the Indemnifying Party) if, in the Indemnified Party's reasonable judgment, a conflict of interest between the Indemnified Party and the Indemnifying Party exists with respect to such claim), (Bii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonably), and (Ciii) the Indemnifying Party will not not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without in which any relief other than the prior written consent payment of the money damages is sought against any Indemnified Party, not unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to be withheld unreasonablysuch Indemnified Party of a release from all liability with respect to such Third Party Claim. (ivd) In the event any of the conditions in section 9(d)(iiSection 8.04(b) above is or becomes unsatisfied, however, (Ai) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (Bii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (Ciii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9Article VIII.

Matters Involving Third Parties. (i) If any third party shall notify notifies any Party (the "Indemnified Party") with respect to any matter (a "Third Third-Party Claim") which that may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this section 9Section 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent extent) the Indemnifying Party is thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party EXECUTION COPY Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligentlyin good faith. (iii) So long as the Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with section 9(d)(ii)Claim, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Third-Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party, Party (not to be withheld unreasonablyunreasonably withheld), and (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the Indemnified Party, Party (not to be withheld unreasonablyunreasonably withheld). (iv) In the event any the Indemnifying Party is not conducting the defense of the conditions in section 9(d)(ii) is or becomes unsatisfied, howeverThird-Party Claim, (A) the Indemnified Party may defend againstagainst the Third-Party Claim in any manner it may reasonably deem appropriate, and but the Indemnified Party shall not consent to the entry of any judgment on or enter into any settlement with respect to, to the Third Third-Party Claim in any manner it reasonably may deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any of the Indemnifying Party in connection therewith(not to be unreasonably withheld), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim to the fullest extent provided in this section 9Section 8.

Matters Involving Third Parties. (ia) If any third party shall notify commence an Action against any Indemnified 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 other Indemnifying Party (the "Indemnifying Party") under this section 9Article XI, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; writing as soon as practicable, but in no event more than ten days after the Indemnified Party shall have been served, provided, however, that no delay on the part right of the Indemnified Party to indemnification shall be reduced in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely event of its failure to give timely notice only to the extent the Indemnifying Party thereby is prejudicedprejudiced thereby. (iib) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel and other Representatives of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 days the five day period 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 from and against the entirety of any Adverse Consequences Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against of the Third Party Claim and fulfill its indemnification obligations hereunder, and (Cii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. Otherwise, the Indemnified Party may defend against the Third Party Claim actively and diligentlypreserving its rights to indemnification hereunder including without limitation for the cost of such defense. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 11.5(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party's defense of such Third Party Claim including, without limitation, providing required information and documents and access to all employees of the Indemnified Party with knowledge of issues relevant to the claim or litigation (any such activities required to discharge this obligation to cooperate shall be withheld unreasonably, incurred at the sole expense of the Indemnified Party) and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 11.5, if an Indemnified Party withholds its consent to a settlement or elects to continue the defense of any claim, where but for such action the Indemnifying Party could have settled such claim solely for the payment of money by the Indemnifying Party as specified in the written request for consent to the settlement delivered to the Indemnified Party, the Indemnifying Party shall be withheld unreasonably. (iv) In the event any of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) required to indemnify the Indemnified Party may defend against, and consent only up to a maximum of the entry of any judgment or enter into any bona fide settlement with respect to, offer for which the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9could have settled such claim.

Matters Involving Third Parties. (ia) If any third party shall notify commence an action or proceeding against 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 other Indemnifying Party under Sections 8.1 or 8.2 hereof (the "Indemnifying Party") under this section 9a “Third Party Claim”), then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; writing as soon as practicable, but in no event more than ten (10) days after the Indemnified Party shall have been served, provided, however, that no delay on the part right of the Indemnified Party to indemnification shall be reduced in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely event of its failure to give timely notice only to the extent the Indemnifying Party thereby is prejudicedprejudiced thereby. (iib) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel and other representatives of its choice reasonably satisfactory to the Indemnified Party so long as (Ai) the Indemnifying Party notifies shall notify the Indemnified Party in writing (within 15 days the fifteen (15) day period after the Indemnified Party has given its receipt of notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from Claim) and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (Bii) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and (C) the Indemnifying Party diligently conducts the defense of the Third Party Claim. Otherwise, the Indemnified Party may defend against the Third Party Claim actively and diligentlypreserving its rights to indemnification hereunder including without limitation for the cost of such defense. (iiic) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with section 9(d)(ii)Section 8.4(b) above, (Ai) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense expense, and participate in the defense of the Third Party Claim, (Bii) the Indemnified Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, not (iii) the Indemnified Party shall fully cooperate with the Indemnifying Party in the investigation and defense of any such Third Party Claim, including without limitation, providing required information and documents and access to all employees of the Indemnified Party with knowledge of issues relevant to the claim or litigation (any such activities required to discharge this obligation to cooperate shall be withheld unreasonably, incurred at the sole expense of the Indemnified Party) and (Civ) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably withheld unreasonably. (iv) In the event any or delayed, unless such settlement includes as a term thereof a general release of the conditions in section 9(d)(ii) is or becomes unsatisfied, however, (A) the Indemnified Party may defend againstfrom such Third Party Claim. Notwithstanding any other provision of this Section 8.4, and if an Indemnified Party withholds its consent to a settlement or elects to continue the defense of any claim, where but for such action the Indemnifying Party could have settled such claim solely for the payment of money by the Indemnifying Party as specified in the written request for consent to the entry of any judgment or enter into any settlement with respect todelivered to the Indemnifying Party, the Third Indemnifying Party Claim in any manner it reasonably may deem appropriate (and shall be required to indemnify the Indemnified Party need not consult with, or obtain any consent from, any only up to a maximum of the bona fide settlement offer for which the Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim including reasonable attorneys' fees and expenses, and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9could have settled such claim.